Exceptionals
by Ken Lehman
Summary: Paragon. Cryos. Essence. Bruiser. Requiem. Stealth. Graviton. They are the EXCEPTIONALS-a rogue S.H.I.E.L.D. black ops team of superpowered beings overseen by Nick Fury.
1. Issue 1

EXCEPTIONALS 

Story Arc #1

"Exposure"

(A Civil War Tie-In)

Part 1 of 4

written by

Ken Lehman

* * *

ISSUE #1

NOTE: The following issue takes place during _Civil War #2_.

* * *

PROLOGUE

STAMFORD, CONNECTICUT-After a terrible accident involving the superhero team NEW WARRIORS results in the deaths of hundreds of schoolchildren, the long-debated Superhuman Registration Act is finally made law.

Heroes must register their identities with the government and be trained as proper law enforcement officers. Failure to register is a crime, punishable by incarceration.

Heroes have divided into two camps-those allied with Iron Man, who supports the law, and those who follow Captain America, who has moved underground to fight back against a government that has turned its back on him.

And so begins the CIVIL WAR…

* * *

EXT. MANHATTAN, NEW YORK - NIGHT

Subtitle: MANHATTAN

The sound of BOOMS gets louder and louder as get closer and closer to a S.H.I.E.L.D. HELICARRIER above the city.

CRYOS (VO)

In the last year of Nick Fury's command, we were a superhuman black ops team within S.H.I.E.L.D. known by a select few and answerable only to him.

EXT. S.H.I.E.L.D. HELICARRIER, MILES ABOVE MANHATTAN - NIGHT

Subtitle: S.H.I.E.L.D. HELICARRIER - 1000 FEET ABOVE

From the streets below, civilians watch in shock and awe of the flashes of energy and loud sounds of impact coming from the massive ship in the sky.

CRYOS (VO)

Even when he was removed as director and went underground, we continued to work for him while still working for a S.H.I.E.L.D. that remained unaware of our existence.

A superhero fight is going on between pro-registration and anti-registration forces, but who exactly is fighting is the question on everyone's mind.

CRYOS (VO)

That is until recently, when we were suddenly exposed to the current S.H.I.E.L.D. director, Maria Hill.

EXT. FLIGHT DECK, S.H.I.E.L.D. HELICARRIER - NIGHT

THE EXCEPTIONALS (*_see below of who's who, what they look like, what they specifically wear, etc._) are fiercely battling some of the PRO-REGISTRATION HEROES (Iron Man, Mr. Fantastic, She-Hulk, Ms. Marvel, and Wonder Man).

CRYOS (VO)

Although we don't know how this happened, we do know that we're now "enemy combatants."

_*They basically wear a __S.H.I.E.L.D. __BLACK OPS UNIFORM: __black sleeveless shirt with a silver S.H.I.E.L.D. logo on the chest, black fingerless gloves, black cargo pants, and black steel toe boots._

CRYOS (VO)

But we like to be called THE EXCEPTIONALS.

PARAGON (_think Dennis Haysbert wearing his army beret and dog tags combined with his uniform_) energy blasts Iron Man.

CRYOS (VO)

This is General Curtis Jones, codename Paragon. He's a supersoldier from World War Two whose power derives from the same special serum that would later create the Sentry. He's also our founder and leader.

ESSENCE (_think _**_Aya Ueto _**_in her early twenties with_**_ a short modified kimono, worn over her uniform_****) very skillfully uses her **martial arts skills and katana **against a squad of armed Capekillers.**

CRYOS (VO)

Next is Sakura Yoshimoto, codename Essence. She's a master martial artist and samurai who can intuitively read body language and anticipate her opponent's actions. This came in handy when she was a masked vigilante back in her homeland of Japan.

BRUISER (_think __Ethan Suplee __in his early twenties, built like the Hulk, and with a silver streak in his slicked back hair, wears black wraps covering up to half the forearm instead of gloves_) powerfully slams She-Hulk into the deck.

CRYOS (VO)

This is Mitch Costello, codename Bruiser. He's a mutant with the same size and strength as the Hulk. But the thing to really watch out for is his wise-cracks and sense of humor.

After her eyes turn bright white and her supernatural armor morphs around her body, REQUIEM (_think__Christina Millian, early twenties, amber dyed hair_) exchange energy blasts with Ms. Marvel in their aerial dogfight.

CRYOS (VO)

This is Isabella "Izzy" Diaz, codename Requiem. She's a livewire who had bonded with a supernatural armor of ancient holy origins. It grants her numerous powers.

STEALTH (_think Orlando Bloom as a 6'3" android, appearing to be in his early 20's, with ash blonde hair and blue eyes_) goes invisible and hits Wonder Man with missiles.

CRYOS (VO)

Next is our sentient android, Stealth. Created by the U.K.'s MI-13 for our line of work, he was given various abilities, primarily invisibility. It didn't take long for Fury to recruit him for the team.

GRAVITON (_think Danny Masterson in his early twenties with straight shoulder-length brown hair in a ponytail and wearing a black leatherjacket and no gloves_) forcefully **pushes back Capekillers with **his gravity manipulation.

CRYOS (VO)

This is Adrianu "Adrian**" **Argentiu, codename Graviton. He was given the same superpower as Franklin Hall, the original Graviton, from the former Soviet Union's supersoldier program. Hence the same codename…

CRYOS (_think __Jake __Gyllenhaal in his early twenties with buzzed hair, long sideburns, chin whiskers, brown eyes, and wears a black trenchcoat over his uniform_) unleashes ice beams at Mister Fantastic.

CRYOS (VO)

Finally, yours truly, Ken O'Connell, codename Cryos. I'm a mutant with the ability to manipulate cold and ice. I was also the first official member of the team.

* * *

INT. SECRET AVENGERS HEADQUARTERS - NIGHT

Subtitle: SECRET AVENGERS HEADQUARTERS – THE NEXT DAY

The Exceptionals are sitting with the SECRET AVENGERS.

CRYOS

Now all of you know who we are…

Falcon turns to Captain America.

FALCON

So what do you think, Cap?

Captain America looks favorably upon the Exceptionals.

CAPTAIN AMERICA

Welcome to the resistance, soldiers.

* * *

EXT. STARK TOWER, MANHATTAN - NIGHT

Subtitle: STARK TOWER

Ms. Marvel and Wonder Man fly towards Stark's building.

INT. UPSTAIRS, STARK TOWER – NIGHT

As Tony Stark (Iron Man) has a heated video conference with Maria Hill, Ms. Marvel and Wonder Man enter the room.

MARIA HILL

You let the Exceptionals get away, Stark!

The two approach Tony's sides, entering the conference.

MARIA HILL

Now they joined the opposition!

TONY STARK

They wouldn't have if you had let me handle things and not took over, Hill!

MARIA HILL

They were agents of S.H.I.E.L.D. who continued to take orders from Fury! I'm the director now and…

Hill drops her head with a sigh and looks up.

MARIA HILL

They defied my authority and I did exactly what I did when Captain America did the same.

MS. MARVEL

Ma'am, I've known Paragon for a long time-

MARIA HILL

That's another thing! When were you going to tell us that you knew one of them personally, Danvers?

Folding her arms, Ms. Marvel remains silent.

MARIA HILL

Do you know how I found out about Fury's covert team?

Ms. Marvel looks at Hill with bitterness.

MARIA HILL

A mutant computer hacker named Jason Del Toro, who used to freelance for him and was an ally of theirs.

As the three superheroes stand together in doubt of Hill, she holds up a disc.

MARIA HILL

He came to S.H.I.E.L.D. with this: a disk full of Fury's classified information on the Exceptionals.

TONY STARK

So he just shows up and hands you that? I don't buy it. There has to be a catch.

MARIA HILL

Remember that it's because of him that those black operatives are no longer hiding in plain sight and secretly undermining any of our efforts for Fury.

TONY STARK

What does he want, Hill?

MARIA HILL

(_relenting sigh_) Revenge. He wants revenge.

The three superheroes look stunned.

MARIA HILL

So I made him a member of the new special unit in the growing Thunderbolts Army.

TONY STARK

What?

MARIA HILL

Thanks to that disk, the Thunderbolts were able to "enlist" nine of the Exceptionals' supervillains.

Hill gives an arrogant smile.

MARIA HILL

As we speak, some of them are on their first mission…

* * *

EXT. NIGHTCLUB, LONG ISLAND, NEW YORK – NIGHT

On a line to go into the club, VANESSA TITANO (_think Avril Lavigne as a twenty-one year old with blue eyes and platinum blonde hair_) waits with her boyfriend, COREY LAO (_think Nelson Lee as a twenty-nine year old with his whole left arm tattooed and a strip of chin facial hair_).

The camera zooms on and targets Vanessa and Corey.

S.H.I.E.L.D. AGENT (VO)

Long Island: Target: Lightwave: Light manipulation and flight: Career as superhero: "Retired" as a result of undisclosed reasons: Unregistered superhuman adventurer: Takedown commenced ten seconds ago:

Vanessa suddenly notices WILDFIRE (_think Justin Timberlake_) and ECSTASY (_think __Megan Fox_) approaching her.

S.H.I.E.L.D. AGENT (VO)

Wildfire, Ecstasy: Commence first stage.

VANESSA TITANO

Oh #$%.

COREY LAO

What's wrong, Vanessa?

As soon as Corey sees the problem, an arrogant Wildfire IGNITES into a living flame, shooting FIRE in the sky.

COREY LAO

Oh #$%.

The ordinary people panic and flea in terror, but Vanessa and Corey stay where they are.

WILDFIRE

I got some unfinished business with you two!

Vanessa transforms into her Lightwave costume via a FLASH OF WHITE LIGHT.

LIGHTWAVE

This isn't you, Terry! It's that whore beside you!

Ecstasy controls Wildfire with her PINK PHEROMONE EMISSION.

ECSTASY

You left Wildfire for that, Lightwave?

Corey is obviously offended.

ECSTASY

(_insane evil laugh_) Oh, well… Your loss is my gain.

Vanessa is offended. Ecstasy intimately hangs on Wildfire.

ECSTASY

Isn't that right, partner?

WILDFIRE

Hell yeah, partner. Now, let's take 'em!

Wildfire and Ecstasy fiercely attack Vanessa and Corey, immediately taking out Corey and overwhelming Vanessa.

LIGHTWAVE

Corey!

In the intensity of the moment, Lightwave takes flight and Wildfire chase after her in streaks of fire and light.

S.H.I.E.L.D. AGENT (VO)

Wildfire: Commence second stage.

Left on the ground, Ecstasy looks up at the superhuman chase across the night sky becoming farther and farther away with insane eyes and a sinister smile.

S.H.I.E.L.D. AGENT (VO)

Ecstasy: Return to transport and head for the city.

* * *

INT. SECRET AVENGERS HEADQUARTERS – NIGHT

Captain America and the Falcon get dressed in Capekiller uniforms that the Exceptionals "borrowed" during their battle with the Pro-Registration Heroes.

CRYOS (VO)

During our battle yesterday, we "borrowed" some Capekiller uniforms before we arrived here. As Cap and Falcon put on these uniforms for the upcoming mission, Luke Cage couldn't help but say-

LUKE CAGE

How come I never heard of you, Paragon? I mean, a "Black Sentry" is something a brother wouldn't forget.

PARAGON

It's a long story, Cage. I'll tell it to you another time.

BRUISER

For now, all you need to know is that he can take Reynolds anytime, anywhere.

The other Exceptionals proudly gesture in agreement.

CAPTAIN AMERICA

Your troops think highly of you, old friend.

Paragon humbly smiles upon his troops.

PARAGON

I think highly of them, as well.

Captain America and the Falcon finish dressing.

FALCON

All right, we're ready to go undercover, Cap.

CAPTAIN AMERICA

Everyone remember the plan?

CRYOS

You and the Falcon will commandeer a S.H.I.E.L.D. bus while we'll be your lookout and backup.

Captain America looks proudly upon Cryos.

CAPTAIN AMERICA

Couldn't have said it better myself, son.

Cap walks in front of the Exceptionals.

CRYOS (VO)

Cap then gives us a speech about how we're doing the right thing, regardless of what the government says.

The legend sticks out his hand for Cryos to shake.

CRYOS (VO)

But what really surprised me was this…

CAPTAIN AMERICA

Your father would be proud of you, Ken.

Cryos extends his hand for the handshake.

CRYOS

Thanks, Cap.

Captain America humbly smiles at Cryos.

CRYOS

That means a lot coming from you.

* * *

EXT. MANHATTAN, NEW YORK – NIGHT

Wildfire and Lightwave streak across TIMES SQUARE, where the JUMBOTRON shows "REGISTRATION IS THE LAW."

WILDFIRE

You cheated on me!

LIGHTWAVE

We were already broken up for months!

The superhuman aerial chase goes deep into the caverns of the concrete jungle.

Leaping out of a building's window as if it were made of air, MIRROR (_think __Dominic Monaghan as a being made of glass_) takes Lightwave by surprise with a sucker punch.

S.H.I.E.L.D. AGENT (VO)

Mirror: Engage target.

Mirror enters another building's window as if it were air.

MIRROR

Comin' at ya, brother!

SMOKE (_think __Dominic Monaghan as a being made of smoke_) emits himself around Lightwave, billowing clouds of smoke, and attacks her from all directions.

SMOKE

Thank ya kindly, brother.

S.H.I.E.L.D. AGENT (VO)

Smoke! Back off!

Smoke lets Lightwave go, having her plummet and crash through the roof of a massive WAREHOUSE.

SMOKE

Whatever ya say, boyo.

* * *

INT. WAREHOUSE, MANHATTAN – NIGHT

Battered, Lightwave impacts the ground hard.

S.H.I.E.L.D. AGENT (VO)

Del Toro, be ready for pickup.

Transforming his hands into bladed weapons, JASON DEL TORO (_a twenty-something Philippino nerd_) approaches the beaten hero.

JASON DEL TORO

With pleasure.

LIGHTWAVE

He's gone insane. Why's Terry doing this to me?

JASON DEL TORO

He's doing this because, like me, he's been presented a chance for getting even with backstabbers like you.

LIGHTWAVE

J.D.? What are you doing here? What are you talking about?

Ecstasy, Wildfire, Smoke, and Mirror join Del Toro.

JASON DEL TORO

All you need to know is that your friends are next…

The five Thunderbolts stand over the downed Lightwave.

* * *

EXT. WEST 23RD STEEET, MANHATTAN – NIGHT

The Exceptionals are on various ROOFTOPS, staking out the action that is going on below: the YOUNG AVENGERS have been picked up by a S.H.I.E.L.D. UNIT and an undercover Captain America and Falcon are on the scene.

Over their COMM-LINKS, the Exceptionals are in contact with not only one another, but also their headquarters.

BRUISER

Looks like the party's gettin' started.

REQUIEM

Where are they taking the Young Avengers, Paragon?

PARAGON

I don't know. But wherever it is, it's going to be over the G.W. Bridge. So let's move out, troops.

The Exceptionals head for the GEORGE WASHINGTON BRIDGE while keeping track of S.H.I.E.L.D. BUS ONE.

* * *

EXT. GEORGE WASHINGTON BRIDGE, NEW YORK CITY - NIGHT

The Exceptionals keep up with the SPEEDING BUS.

STEALTH

I've just been informed by headquarters that S.H.I.E.L.D. Bus Two is holding Lightwave.

The Exceptionals see MILITARY HELICOPTERS and POLICE CARS chasing the hijacked bus.

CRYOS

Damn… They got Vanessa, too.

STEALTH

It's now under attack by a local gang led by a male that fits a physical description similar to Bruiser.

ESSENCE

Sounds like Brutality.

STEALTH

No, it's Brawler-Bruiser's brother.

BRUISER

Who I now must beat the crap out of…

The Exceptionals see the ROAD BLOCK and POLICE CARS behind it up ahead on the bridge.

GRAVITON

About time we got some action because this blows.

PARAGON

Negative, we're not diverging from this mission until it's complete.

S.H.I.E.L.D. Bus One MAGICALLY TELEPORTS to the Secret Avengers' base thanks to the Young Avengers' WICCAN.

Silence falls upon the stunned Exceptionals until-

BRUISER

I'm so gonna beat the crap outta him.

* * *

EXT. HELL'S KITCHEN, MANHATTAN – NIGHT

S.H.I.E.L.D. Bus Two is destroyed, all the members of the S.H.I.E.L.D. unit are badly knocked out, and the prisoners inside are free thanks to BRAWLER (_think Johnny Galecki but late teens, 6'3", muscular, slicked back brown hair with a silver streak, wears thuggish clothing_) and his normal human gang members.

CRYOS (VO)

Bruiser comes from a family where most of the men are superpowered behemoths.

Cradled in his muscular arms is a battered Lightwave.

CRYOS (VO)

His younger brother Brawler is different.

Walking forward, he looks at her with sympathy.

CRYOS (VO)

Standing at 6'4", he's the "runt" of the males.

The free prisoners and his gang members look upon him in reserved silence.

CRYOS (VO)

But what he "lacks in size," he makes up in power: Superhuman physical attributes that increase even further with hand-to-hand combat.

Suddenly, CHRIS CHANG (Corey Lao undercover) arrives, in agony over the sight of his beaten girlfriend.

CHRIS CHANG

Look what they've done to her!

Brawler hands her off to Chang.

CHRIS CHANG

Those pro-registration #$%#$ are dead!

He looks at him with reassurance.

SYLVESTER COSTELLO

Chris, I promise you we'll-

Suddenly, Bruiser gets the drop on Sly with a powerful punch, sending him flying into a car.

BRUISER

Sly!

While Brawler's gang members get overpowered by the other Exceptionals, the free prisoners and Chris Chang, who is cradling a lifeless Lightwave in his arms, escape.

BRUISER

You're doing this gang #$% again? What would mom and dad say?

Eyes fixated, Brawler gets up slowly from the car he impacted, ready for a fight.

BRAWLER

You're an idiot, Mitch. Look around you. There are bigger problems than our parents' approval.

Brawler charges at Bruiser at superhuman speed, unleashing his increasingly powerful blows upon him.

BRAWLER

But what you're really pissed off about is that we're both on the opposite side of the law now.

Suddenly, S.H.I.E.L.D. HELICOPTERS, N.Y.P.D. COP CARS, and a swarm of **heavily armed CAPEKILLERS arrive on the scene**.

The lights shine heavy on the brothers. Their fight pauses.

HELICOPTER PILOT

Stop where you are! You're under arrest for violation of the Superhuman Registration Act!

With Brawler's gang members out cold on the ground, the other Exceptionals take flight.

REQUIEM

C'mon, Bruiser! We're leaving!

HELICOPTER PILOT

We are authorized to use heavy force if need be!

Bruiser grabs hold of his brother.

BRUISER

This is all-out war among the major leaguers.

The Capekillers move in fast.

BRUISER

You have no idea how in over your head you are, little brother.

The Capekillers aim their guns at the massive brothers.

BRUISER

That being said…

Bruiser powerfully throws Brawler at the Capekillers, knocking them all out like a wrecking ball.

BRUISER (CONT'D)

Who's the idiot now?

Laughing, Bruiser does a superhuman leap into their air.

Surrounded by downed authorities, and with more approaching from behind, Brawler bitterly watches his brother escape.

TO BE CONTINUED


	2. Issue 2

EXCEPTIONALS 

Story Arc #1

"Exposure"

(A Civil War Tie-In)

Part 2 of 4

written by

Ken Lehman

* * *

ISSUE #2

NOTE: The following issue takes place during _Civil War #3 _and_ Civil War #4_.

* * *

Flashback: EXT. WASHINGTON, D.C. - NIGHT

In front of dozens of REPORTERS and CAMERAS with his mask off, PETER PARKER (a.k.a. SPIDER-MAN) has revealed his secret identity to the entire world, on live television.

CRYOS (VO)

After reading Fury's file on Spider-Man, I wouldn't think the web-head would do something like this…

SPIDER-MAN

My name is Peter Parker, and I've been Spider-Man since I was fifteen years old.

CRYOS (VO)

Now with him being up Stark's $$, and me being one of Cap's Secret Avengers, we're most likely going to fight soon.

* * *

Flashback: EXT. NEW YORK CITY - NIGHT

The SECRET AVENGERS (Captain America, Falcon, Daredevil, Cryos, Essence, and Requiem) battle the SINISTER SIX (Doc Ock, Lizard, Shocker, Vulture, Trapster, and Grim Reaper).

CRYOS (VO)

It's a shame because I'm used to fighting the bad guys like the Sinister Six here.

Falcon pounds on Lizard while Daredevil pounds on Shocker.

Captain America's shield hits Doctor Octopus.

CRYOS (VO)

Doctor Octopus thought he could take advantage of the Civil War by reforming the team to kill Spidey.

With her KATANA, Essence easily defeats Trapster.

Requiem whips Grim Reaper around with several unleashed CHAINS from her supernatural armor.

Cryos unleashes a COLD SNAP on Vulture, making the flying villain flightless.

CRYOS (VO)

We made sure that didn't happen.

* * *

Flashback: INT. SECRET AVENGERS HEADQUARTERS - NIGHT

All the Secret Avengers sit around the table, where Captain America shows everyone the front page of a newspaper saying "TONY STARK PROMISES TO TACKLE SUPER-REBELS".

CRYOS (VO)

But we were still wanted renegades.

* * *

Flashback: EXT. COMMISSION ON SUPERHUMAN ACTIVITIES - NIGHT

An invisible Stealth watches Maria Hill, Iron Man, and BARON HELMUT ZEMO stare at something.

CRYOS (VO)

Recently, Stealth did some covert recon on the Pro-registration Movement.

That something reveals to be Hill's entire squad of the Exceptionals' supervillains in the Thunderbolts Army.

So staring back are the members we've seen-JASON DEL TORO, WILDFIRE, ECSTASY, MIRROR, and SMOKE-and the members we've not seen-TERRAIN (_think Adam Scott_), RAPID (_think __Wilmer Valderrama_), BRUTALITY (_think _**_Kevin Durand_**_ as a young Italian mobster who is built like the Hulk_), REVENANT (_think _**_Chris Owen_**_ as a demon with black hair and red eyes_), FLOOD (_think _**_Adam LaVorgna_**_ as a vampire_), and MALWARE (_think _**_a very thin, male, _**_cybernetic_ **_psycho-killer with a rat-like face, early twenties, brown hair, and brown eyes_**). Their names are subtitled accordingly.

CRYOS (VO)

Turns out they've recruited our supervillains to join their side.

Hill shows the villains an item: the Exceptionals' disk.

CRYOS (VO)

But that was the least of our problems…

* * *

Present: INT. ABANDON APARTMENT, MANHATTAN - DAY

While drinking and eating, the Exceptionals stakeout Captain America, Hercules, Daredevil, and Goliath (who are disguised in a diner) from across the street.

STEALTH

Jason Del Toro was the one who exposed us to Hill.

The others look at Stealth speechless.

STEALTH

He gave her a disk, which he claims contains all of Fury's data on us.

PARAGON

That information is inaccessible to computer hackers. So, if anything, that disk has falsified accounts.

STEALTH

True, but whatever is on that disk, it was credible enough to get us exposed.

PARAGON

Then we need to find out what is really on that disk and what Del Toro's grudge is with us.

A sad revelation falls upon Bruiser.

BRUISER

It's because of me.

The others curiously look at Bruiser.

REQUIEM

What are you talking about, big guy?

Flashback images of what Bruiser says are shown behind him.

BRUISER

Any guy who was around J.D.'s girlfriend Lauren was considered a threat, even me-an old friend.

Flashback images of what Bruiser says are shown behind him.

BRUISER

But instead of confronting whatever guy, he would takeout his aggression out on her.

Flashback images of what Bruiser says are shown behind him.

BRUISER

Once I found out, I took immediate action.

The others are taking this all in.

BRUISER

Now he's gone to extreme lengths in retaliation.

Bruiser looks ashamed.

BRUISER

It's my fault that we're exposed.

PARAGON

No, it's not, son. You didn't do anything wrong.

Bruiser looks somewhat grateful and relieved.

PARAGON

But you should know that Fury never trusted Del Toro, even when he was still your friend and his employee.

The others look skeptical.

PARAGON

So he gathered intel on him and recently gave the intel to Hill on one of his "visits" to S.H.I.E.L.D.

The others are speechless, especially Bruiser.

PARAGON

She hasn't read it yet. Thus, making our mission-

With his superhuman vision, Paragon sees Captain America, Hercules, Daredevil, and Goliath getting up to go.

PARAGON

Time to go, troops. I'll debrief you more on the way.

* * *

EXT. GEFFEN-MEYER CHEMICALS - NIGHT

Subtitle: GEFFEN-MEYER CHEMICALS - LATER

The Secret Avengers checkout the scene, especially CABLE.

Split up from the other Secret Avengers, the Exceptionals are elsewhere on the scene but still keep RADIO CONTACT.

The Exceptionals are taken aback by what they're hearing.

CABLE

(_over the Exceptionals' comm-links_)

Get the hell out of here, boys! It's a trap!

The Exceptionals rush to aid the other Secret Avengers.

IRON MAN

(_over the Exceptionals' comm-links_)

Of course it's a trap. How else were we going to get you all in one place?

GRAVITON

Those government lapdogs obviously didn't learn their lesson from last time.

JASON DEL TORO (OS)

Oh, but they did learn…

Suddenly, the Exceptionals' supervillains appear, standing in our heroes' way.

JASON DEL TORO

That's why we're here.

* * *

INT. S.H.I.E.L.D. HELICARRIER - NIGHT

Subtitle: S.H.I.E.L.D. HELICARRIER

Monitoring the battles from above, MARIA HILL commands not only the airborne S.H.I.E.L.D. agents but also her T-bolts.

MARIA HILL

Maria Hill to the Exceptionals' supervillains: You're there to make sure that they don't regroup with the other anti-registration rebels without killing them.

* * *

EXT. GEFFEN-MEYER CHEMICALS - NIGHT

Stopped in their tracks, the Exceptionals glare at their supervillains.

BRUISER

We know that you're the one who exposed us, J.D.

Tight shot of Del Toro's CLAN AKKABA TATTOO on the back of his neck.

BRUISER (OS)

We know how you suddenly became a "mutant."

* * *

INT. S.H.I.E.L.D. HELICARRIER - NIGHT

MARIA HILL

What is he talking about?

* * *

EXT. GEFFEN-MEYER CHEMICALS - NIGHT

Del Toro's hands transform into metallic talons.

BRUISER

We even know why you betrayed us in the first place.

* * *

INT. S.H.I.E.L.D. HELICARRIER - NIGHT

MARIA HILL

Someone get me my Del Toro file now!

S.H.I.E.L.D. agents run all about, looking for the files.

* * *

EXT. GEFFEN-MEYER CHEMICALS - NIGHT

Enraged by the revelations, the childish Del Toro yells-

JASON DEL TORO

You stole my girlfriend! You turned her against me!

BRUISER

J.D., how long have you known me?

With a cocky smile and his teammates ready at his side, Bruiser is about to "spark the powder keg."

BRUISER

Y'know I don't do things that provide no challenge.

Del Toro leads the Thunderbolts in a charge, roaring with utter animosity.

JASON DEL TORO

Kill 'em! Kill 'em all!

Although outnumbered, the Exceptionals power-up and boldly counter their rivals' charge.

Both sides clash in ultimate superpowered mayhem.

Wildfire in fiery flight and Cryos quickly creating ice bridges to slide on, unleash fire and ice at each other.

CRYOS

Vanessa is the mother of your daughter, Terry!

WILDFIRE

After what she did to me, she had it coming, Ken!

Graviton deflects the attacks from the twins Smoke and Mirror while the android Stealth battles the vampire Flood.

Essence and Ecstasy clash in a samurai sword fight.

Revenant cunningly watches all the combatants while spawning living metal snake-like entities from his body.

REQUIEM (OS)

This isn't a spectator sport!

Requiem forms long blades from the forearms of her armor and fights the demon.

REQUIEM

Get in the game!

Paragon battles Malware, who shoots energy blasts at him with his reshaped nanotech arms, Terrain, who manipulates the ground below him, and the super-speedster Rapid.

PARAGON

Let's wrap it up, troops!

Crashing through multiple floors, Bruiser battles both his doppelganger Brutality and his former friend Del Toro.

MARIA HILL (VO)

Clan Akkaba?

* * *

INT. S.H.I.E.L.D. HELICARRIER - NIGHT

After looking over the file, Hill looks up and says-

MARIA HILL

What the hell is Clan Akkaba?

Suddenly, GENOCIDE (_think a 6'2" _**_Michael Rosenbaum with short blonde hair, wearing a less bulky version of Genesis' costume_**) enters the fray, appearing on all the monitors.

S.H.I.E.L.D. AGENT

Ma'am, we've got a problem.

Hill glares at Genocide on all the monitors.

* * *

EXT. GEFFEN-MEYER CHEMICALS – NIGHT

As Bruiser battles Del Toro and Brutality, a beam of energy crashes down and vaporizes Del Toro, which also sends Bruiser and Brutality off the ground and into the air.

Taken aback, everyone looks up to source in the sky.

Up above, Genocide descends from the sky, his hands and eyes radiating energy.

GENOCIDE

I am Genocide, son of Apocalypse.

No longer radiating energy, Genocide lands on the ground.

GENOCIDE

I come because all of you, like me, have been wronged by my treacherous servant Jason Del Toro.

* * *

INT. S.H.I.E.L.D. HELICARRIER - NIGHT

All the agents are horrified, except Hill, who remains determined as ever.

GENOCIDE

(_on a large monitor_)

Although his punishment has been dealt, I feel as if I should make further amends to you.

* * *

EXT. GEFFEN-MEYER CHEMICALS – NIGHT

GENOCIDE

In doing so, I declare all of you as potentials for my father's newest cadre of Horsemen.

* * *

INT. S.H.I.E.L.D. HELICARRIER - NIGHT

GENOCIDE

(_on a large monitor_)

But in order to achieve this honor, you must compete.

MARIA HILL

No way in hell I'm allowing that…

* * *

EXT. GEFFEN-MEYER CHEMICALS – NIGHT

Suddenly, a bolt of lightning explodes in the background, where the other Secret Avengers are fighting.

Now raining, the Exceptionals and their rivals stop dead in their tracks in confusion while Genocide looks prepared.

GENOCIDE

The weak and corrupt dare to rise up against me!

Suddenly, the powerful Genocide wields the barrage of lightning bolts into his body, absorbing the energy.

GENOCIDE

I shall show them the error of their ways!

* * *

INT. S.H.I.E.L.D. HELICARRIER - NIGHT

MARIA HILL

Activate those Thunderbolts' nanochain inhibitors!

* * *

EXT. GEFFEN-MEYER CHEMICALS - NIGHT

The Exceptionals' supervillains are severely electrocuted by their nanochain inhibitors.

Afterwards, they hit to the ground steaming.

* * *

INT. S.H.I.E.L.D. HELICARRIER - NIGHT

MARIA HILL

Send in the Capekillers to take down the rest!

* * *

EXT. GEFFEN-MEYER CHEMICALS – NIGHT

An army of Capekillers surround the lifeless villains while the Exceptionals go back to back, ready to fight.

GENOCIDE

They fear you because you are the strong.

With their laser pointer mounted machine guns aimed, the Capekillers tighten the circle.

GENOCIDE

And in survival of the fittest, only the strong shall survive.

Genocide ENERGY BLASTS the Capekillers into oblivion.

Just as the Exceptionals are about to attack him, Genocide gets away by rocketing into the sky with a trail of energy.

GENOCIDE

This is only the beginning, Exceptionals!

With the unconscious villains lying all around on the ground, the Exceptionals are left speechless until-

HERCULES

(_over the Exceptionals' comm-links_)

Falcon! See to Captain America! We need to get him out of here!

The Exceptionals rush to aid the other Secret Avengers.

FALCON

(_over the Exceptionals' comm-links_)

Cable, I need you to interface with Cloak's mind and activate a teleport. Everybody can gather around and hitch a ride back home.

The Exceptionals join the other Secret Avengers in fiercely battling Iron Man's side.

Iron Man's side is surprised by their sudden appearance.

SPIDER-MAN

Who are these guys?

Coming in fast on his ICE BRIDGE, Cryos unleashes COLD BLASTS at an agile Spider-Man, who dodges the blasts.

CRYOS

Guys who are fighting on the right side!

Bruiser CHOKESLAMS both Doc Samson and the Thing.

SHE-HULK

Up for round two, big boy?

Bruiser powerfully CLOTHESLINES She-Hulk.

BRUISER

You bet, gorgeous!

Even with Ms. Marvel putting him in a HEAD-LOCK from behind, Paragon still slams Wonder Man into the ground.

MS. MARVEL

Don't do this, Curtis! Think of your country!

But Paragon does a SUPER JUDO TOSS on Ms. Marvel, which sends her crashing through a concrete wall and metal pipes.

PARAGON

I am, Carol… I am.

In the BACKGROUND, Essence, Graviton, and Stealth battle the Thunderbolts Atlas, Radioactive Man, and Mach IV.

In the FOREGROUND, Requiem battles a stretching Mr. Fantastic with an array of abilities, i.e. flight, energy blasts, and edged weapons via her supernatural armor.

MR. FANTASTIC

I read about your armor. It's remarkable.

Requiem powerfully punches Mr. Fantastic into the ground.

REQUIEM

You should see it up close then.

Suddenly, all the fighting stops as the Thor clone unleashes a lightning bolt into Goliath's chest, which shoots out his back, killing the towering hero.

Speechless, the Exceptionals and the other Secret Avengers watch in horror their giant teammate fall backwards, chest cavity smoking from the blast.

DAGGER

(_over the Exceptionals' comm-links_)

My God! Thor just killed Goliath!

FALCON

(_over the Exceptionals' comm-links_)

Fall back and regroup! We've got to get out of here or we're all going down!

As all the Secret Avengers regroup and are about to retreat, "Thor" unleashes another lightning bolt.

CRYOS (VO)

War is hell, regardless of what you're fighting for. If anyone tells you differently, they're nuts.

Although Graviton could have created a gravity shield by now, he's scarred.

CRYOS (VO)

One of ours just died and it seems we were next. Even the bravest of us get scared.

Suddenly, Invisible Woman protects the Secret Avengers with an INVISIBLE SHIELD she created and is still holding.

CRYOS (VO)

But here we are, still alive by the grace of God, retreating.

As the other Secret Avengers look at Susan with stunned gratitude, Cryos sadly looks at a brutally beaten Cap.

CRYOS (VO)

You think things would end here.

Cable interfaces with Cloak's mind and activates a teleport, which has all the Secret Avengers return home.

CRYOS (VO)

But they don't.

* * *

INT. SECRET AVENGERS HEADQUARTERS - NIGHT

Subtitle: SECRET AVENGERS HEADQUARTERS – LATER

All the Secret Avengers, especially Captain America, are getting medical attention by the medical staff.

CRYOS (VO)

Because our fallen and captured remain behind.

Cable, Stature, and Nighthawk leave the Secret Avengers.

CRYOS (VO)

So the war continues.

Cryos silently looks upon a bandaged Captain America.

CAPTAIN AMERICA

Let them go if their freedom means so little to them. It's time we ditched this base anyway.

Captain America tiredly looks at Cryos watching him.

CAPTAIN AMERICA

Ken? What kept you and the other Exceptionals?

CRYOS

Nine of our supervillains, Cap.

CAPTAIN AMERICA

Oh my God.

CRYOS

It seems that Director Hill had assembled a regular who's who of our rogues gallery to take us down.

CAPTAIN AMERICA

I should've known she would stoop that low.

CRYOS

But there were also two who were-

CAPTAIN AMERICA

Former friends?

With a sigh, Cryos tiredly looks at Cap as if to say "yes".

* * *

INT. CRIMINAL REHAB UNIT, C.S.A. – NIGHT

Subtitle: C.S.A. CRIMINAL REHAB UNIT.

Wearing POWER NULLIFIERS, Wildfire, Ecstasy, Mirror, Smoke, Terrain, Rapid, Brutality, Revenant, Flood, and Malware are being escorted by armed Capekillers led by DAN SULLIVAN (think John Belushi as a 6'3" tall soldier with a shaved head and hazel blue eyes).

WILDFIRE

#$%in' restraints? I'm a licensed superhero, Sullivan! I registered! What the #$%?

Agent Sullivan walks forward, not looking at anyone, just directly looking forward.

DAN SULLIVAN

After you and your teammates here disobeyed orders and tried to kill your assigned targets, your license was immediately revoked.

While in their modified cells, the Capekillers deactivate and take off the power nullifiers of Terrain, Mirror, Smoke, Rapid, Brutality, Revenant, Flood, and Malware.

DAN SULLIVAN

Besides, you were never trusted in the first place, hence the background checks, secret injections of microscopic nanobots, and "shock therapy" you got.

After the Capekillers leave those villains' cells and activate the cells' force field, the escort keeps moving until Wildfire and Ecstasy enter their cells.

DAN SULLIVAN

You're officially a federal criminal now, hothead.

While in their modified cells, the Capekillers deactivate and take off Wildfire and Ecstasy's power nullifiers.

DAN SULLIVAN

But this doesn't mean that your services are no longer required for the final battle.

After the Capekillers activate the force fields, Wildfire is left to brood in his modified cell.

TO BE CONTINUED


	3. Issue 3

EXCEPTIONALS 

Story Arc #1

"Exposure"

(A Civil War Tie-In)

Part 3 of 4

written by

Ken Lehman

* * *

ISSUE #3

NOTE: The following issue takes place during _Civil War #5_.

* * *

Flashback: The HUMAN TORCH and INVISIBLE WOMAN join the Secret Avengers.

CRYOS (VO)

After Goliath's death, some heroes came to our side, like the Human Torch and Invisible Woman.

* * *

Flashback: The THING leaves for PARIS with the disaster on YANCY STREET weighing on his mind and heart.

CRYOS (VO)

Some, like the Thing, left the U.S. disgusted with the superhero civil war, sadden by the fact that civilians were helpless, even getting killed in the crossfire.

* * *

Flashback: CABLE, NIGHTHAWK, and STATURE tell CAPTAIN AMERICA that they're leaving his Secret Avengers.

CRYOS (VO)

Others left the Secret Avengers to join Iron Man's side, like Nighthawk and Stature.

* * *

Present: EXT. SECRET AVENGERS HEADQUARTERS - NIGHT

An invisible STEALTH goes through a secret passage.

CRYOS (VO)

As for me and the other Exceptionals, we're still on Captain America's side, but we're also doing what we do best: black ops.

* * *

INT. SECRET AVENGERS HEADQUARTERS – NIGHT

Turning visible, Stealth enters and joins his teammates who are all sitting around a round table.

CRYOS (VO)

On this mission, an enemy from the past has resurfaced, seeing our division as his advantage.

* * *

INT. UNDERGROUND YAKUZA NIGHTCLUB, MANHATTAN - NIGHT

KURO TEPPEN (_think __Ken Watanabe__ as a black suited Yakuza boss_) passes by stunned Yakuza thugs with his sheathed katana at his side.

CRYOS (VO)

His name is Kuro Teppen. He's a ruthless Yakuza kingpin who has committed many crimes over the years-

Teppen looks up at the dancing GO-GO GIRLS in the cages.

CRYOS (VO)

-including the murder of Sakura's entire family.

* * *

INT. SECRET AVENGERS HEADQUARTERS – NIGHT

CLOSER SHOT of the Exceptionals sitting around the table.

CRYOS (VO)

But the thing is…Sakura had avenged them…

ESSENCE

Back in my homeland of Japan, I was the masked vigilante known as Ronin.

REQUIEM

I'm guessing you know Maya "Echo" Lopez then.

ESSENCE

No, but I'm aware that she adopted my old identity.

The other Exceptionals look interested.

ESSENCE

Anyway, in my final battle with Teppen, I killed him.

* * *

INT. UNDERGROUND YAKUZA NIGHTCLUB, MANHATTAN – NIGHT

HEAD SHOT of Teppen, his evil arrogant smile.

ESSENCE (VO)

That was three years ago.

* * *

INT. SECRET AVENGERS HEADQUARTERS – NIGHT

REQUIEM

Do you think the Hand resurrected him?

ESSENCE

It sounds like them. But why?

Requiem glows ethereal energy from her eyes and hands.

REQUIEM

Well, girl, there's only one way to find out…

* * *

EXT. HELL'S KITCHEN, MANHATTAN - NIGHT

Subtitle: HELL'S KITCHEN

With COREY LAO in her arms, LIGHTWAVE rockets away from a heavily armed S.H.I.E.L.D. UNIT that pursues them.

LIGHTWAVE

Hang on, Corey. We're almost there.

CAPEKILLER

Control, this is S.H.I.E.L.D. team five. Agent Lao is now being aided by Lightwave.

Suddenly, BRAWLER gets the drop on the S.H.I.E.L.D. unit.

BRAWLER

Keep going, Lightwave! I'll take care of these guys!

CAPEKILLER

It's Brawler! He's here!

The gang leader unleashes his increasing super-strength on the unit who is unleashing their firepower on him.

BRAWLER

Is that all you #$%in' got? Give me a challenge!

Sly overpowers the Capekillers until…

RADIOACTIVE MAN (OS)

Be careful what you wish for…

…a unit of the THUNDERBOLTS ARMY (Radioactive Man, Venom, Doctor Octopus, and Lady Deathstrike) arrives.

RADIOACTIVE MAN

…because it may come true.

* * *

INT. UNDERGROUND YAKUZA NIGHTCLUB, MANHATTAN – NIGHT

An undercover S.H.I.E.L.D. AGENT secretly records Teppen.

TONY STARK (VO)

Teppen killed many people using my tech.

* * *

INT. STARK TOWER, MANHATTAN - NIGHT

On a monitor, a silhouetted Tony watches the recording.

TONY STARK (OS)

Justice was finally served when he fell to his death.

In his black suit, Tony bitterly looks at the image of Teppen while Maria Hill stands behind him.

TONY STARK

But there he is. Back among the living.

MARIA HILL

And probably through supernatural means, too.

Stark turns to Hill with a straightforward face.

MARIA HILL

Making this a S.H.R.A. matter.

TONY STARK

I figured, Hill.

Suddenly, Tony transforms into Iron Man.

IRON MAN

But this is also personal.

* * *

INT. UNDERGROUND YAKUZA NIGHTCLUB, MANHATTAN – NIGHT

The undercover agent captures Teppen going into a backroom.

IRON MAN (VO)

And not just for me…

* * *

EXT. HELL'S KITCHEN, MANHATTAN – NIGHT

Radioactive Man, Venom, Lady Deathstrike, and Doctor Octopus gang up on Brawler.

BRAWLER

You all support the registration?

DOCTOR OCTOPUS

We're being forced to enforce it, my boy.

Brawler battles back, his strength and speed increasing.

VENOM

They sent us to pick up your sorry $$.

BRAWLER

Why? What do they want from me?

Radioactive Man powerfully blasts him into the tank.

RADIOACTIVE MAN

Your services, of course.

The tank explodes from the powerful impact.

Brawler gets up from the flaming wreckage unscathed.

SYLVESTER COSTELLO

That ain't gonna happen.

The Thunderbolts look at Brawler with arrogant smiles.

LADY DEATHSTRIKE

So you're willing to suffer the consequences?

Suddenly, Brawler charges at the Thunderbolts.

BRAWLER

Get it through your thick skulls! I'll never join!

After a couple of blows, Venom is able to block or counter Brawler's increasingly powerful strikes.

BRAWLER

No way will I work for S.H.I.E.L.D. or the heroes!

Before Brawler knew it, Venom has his arms around his head, putting him in a sleeper, the symbiote doing the rest.

VENOM

Who said you had a choice?

Brawler struggles until he ultimately passes out.

RADIOACTIVE MAN

Release him, Venom.

Venom releases his hold and Brawler hits the pavement.

RADIOACTIVE MAN

(_into his comm-link_) Command, this is Thunderbolts team A: We have Brawler securely in our possession.

The Thunderbolts sinisterly smile at the downed Brawler.

CAPEKILLER (OS)

Thunderbolts!

A S.H.I.E.L.D. unit arrives with Corey Lao in restraints.

CAPEKILLER

Primary target got away, but we nabbed the secondary.

* * *

INT. UNDERGROUND YAKUZA NIGHTCLUB, MANHATTAN – NIGHT

At one end of a long table is Teppen, sitting with the other Yakuza crimelords who are stunned to see him alive.

KURO TEPPEN

Gentlemen, I can tell by the looks on your faces that you are surprised to see me among the living again.

The other Yakuza crimelords look at each other speechless.

KURO TEPPEN (OS)

Well, to remedy that, I have a story for you all.

Teppen gets up and starts walking around the table.

KURO TEPPEN

When I was young, a mysterious benefactor knew I sought to rule Japan's entire underworld.

Teppen passes by scared crimelord after scared crimelord.

KURO TEPPEN

For a later price, he aided me in climbing the criminal ladder and establishing myself as an untouchable Yakuza kingpin.

The scared crimelords look at one another.

KURO TEPPEN (OS)

But then those "loyal" to me sold me out to my rivals on both sides of the law. I ultimately fell at the hands of a vigilante seeking to avenge her family that I murdered years prior.

Teppen grabs his sheathed sword.

KURO TEPPEN

Not long afterwards, my benefactor came to collect by resurrecting and empowering me as his servant.

Teppen unleashes his katana.

KURO TEPPEN

Can you guess to what his first order for me was?

Suddenly, Teppen takes on a more oni appearance.

KURO TEPPEN

Tie up all the loose ends from my old life.

Outside the backroom, screams of horror are heard as a slaughter occurs inside.

Moments later, reverted to his human form, Teppen exits the blood bathed backroom.

As Teppen casually walks by the patrons, a BOUNCER is sent crashing into the wall by a REPULSOR RAY.

Everyone flees in terror but Teppen stays put.

Iron Man stands at a distance from Teppen like a Western.

IRON MAN

Hello, Teppen. Long time no see.

KURO TEPPEN

I knew I would deal with you sooner or later, Stark.

At superhuman speed, Teppen powerfully slams Iron Man on the bar, breaking it to pieces.

KURO TEPPEN

I am just glad it is sooner!

Teppen takes out his sword and is over Iron Man with it.

Teppen tries to plunge the sword into Iron Man's chest, but Iron Man holds the sides of Teppen's sword with his hands.

KURO TEPPEN

Looks like I will be doing Captain America a favor…

Suddenly, Essence enters the battle with a powerful SOMERSAULT KICK, sending Teppen flying off Iron Man.

ESSENCE

Your fight is with me, murderer!

Teppen gracefully lands on his feet while Essence quickly unsheathes her katana.

KURO TEPPEN

I am glad you made time for me, Yoshimoto. You know with you and the other renegade heroes being so busy…

IRON MAN

You know way too much.

With Teppen distracted, Iron Man takes the opportunity to unleash two concentrated PULSE BEAMS Teppen, which sends the villain crashing out the building.

Iron Man gets off the table, checking his internal systems.

ESSENCE

Who or what are we really dealing with here?

IRON MAN

According to my scanners, it's the real Teppen. But how that's possible is what I really want to know.

Iron Man's systems are fine and he looks at Essence.

IRON MAN

So you're on my side now?

ESSENCE

That will be a cold day in hell.

* * *

EXT. UNDERGROUND YAKUZA NIGHTCLUB, MANHATTAN – NIGHT

The other Exceptionals overwhelm an army of S.H.I.E.L.D. Capekillers via their superpowers.

ESSENCE (VO)

As we speak, my team is keeping your shock-troops busy while I find out how Teppen resurrected.

* * *

INT. UNDERGROUND YAKUZA NIGHTCLUB, MANHATTAN – NIGHT

IRON MAN

We're here for the same reason, Sakura. Join me.

ESSENCE

#$% off, Stark. And that's "Essence" to you.

IRON MAN

Don't you realize that you Exceptionals are what Richards, Pym, and I have planned for the future?

Suddenly, Teppen's mystically regenerating hands hold onto the edge of the hole where it was blasted out from.

IRON MAN

You're young heroes fully trained in the use of your powers for the public's safety and your own.

ESSENCE

So you want to make more teams like the Exceptionals?

IRON MAN

Yes, but they won't be black ops.

With parts of his body finish mystically regenerating, Teppen climbs back up and sluggishly re-enters the room.

ESSENCE

You do realize that we all willingly joined the team and weren't forced by law?

Shirt open, Teppen reveals a bomb strapped to his chest, which shows a countdown at ten seconds.

IRON MAN

If you'll stay, we can talk this out some more.

The heroes are startled by Teppen's reappearance.

KURO TEPPEN

In ten seconds, it all will not matter, heroes!

Rocket boots flaring, Iron Man launches himself at him.

IRON MAN

(_to Essence_) Just think about it!

* * *

EXT. UNDERGROUND YAKUZA NIGHTCLUB, MANHATTAN – NIGHT

Iron Man tackles Teppen, exploding out onto the street.

* * *

EXT. MANHATTAN – NIGHT

He rockets the villain into the sky at full speed.

As the countdown reaches its end, Iron Man quickly throws Teppen into the atmosphere, where he ultimately EXPLODES.

* * *

INT. UNDERGROUND YAKUZA NIGHTCLUB, MANHATTAN – NIGHT

Subtitle: MOMENTS LATER

Iron Man rockets back in, lands, and takes off his helmet.

Holding his helmet, Tony sees that Essence is nowhere.

* * *

EXT. UNDERGROUND YAKUZA NIGHTCLUB, MANHATTAN – NIGHT

The other Exceptionals are gone, leaving behind the Capekillers knocked out all over the street.

* * *

INT. UNDERGROUND YAKUZA NIGHTCLUB, MANHATTAN – NIGHT

Iron Man drops his head with disappointment.

CAPTAIN AMERICA (VO)

I don't know what to say, Exceptionals…

* * *

INT. WAR ROOM, CAPTAIN AMERICA'S NEW H.Q. - NIGHT

Subtitle: CAPTAIN AMERICA'S NEW H.Q.

Captain America and the other Secret Avengers, including all the Exceptionals, sit around conference tables.

CAPTAIN AMERICA

I'm not surprised that the villains see our division as something to take advantage of.

With his right arm in a sling and his face bandaged, Cap sits at the head; Falcon and Hercules sit next to him.

CAPTAIN AMERICA

But I can't afford to have you diverge anymore from our ranks, engaging them in your covert missions.

The Exceptionals plead with Cap all at once until he says-

CAPTAIN AMERICA

Please, I need you fully onboard for the final push.

The Exceptionals worriedly look at one another and finally at their leader Paragon, who relents with a gloomy sigh.

HUMAN TORCH (OS)

Still, it lets us get out there to help people, and that's what's important, right?

Calming the other Secret Avengers down, BLACK MAMBA gets up since seeing who it was entering first.

BLACK MAMBA

Take it easy, guys. It's only Johnny and Sue back from a mission.

The Human Torch and Invisible Woman enter the room while taking off their disguises from Nick Fury.

CRYOS (VO)

We were edgy, all of us were.

Captain America swiftly pounds his fist on the table.

CRYOS (VO)

The war was taking its toll.

With his hand raised, Hulkling speaks to Captain America.

CRYOS (VO)

Whether it was through capture or death, we were losing members.

With his hand out, Captain America gives his answer.

CRYOS (VO)

As a result, our original plan to bust out our guys from the Negative Zone prison had to be scrapped.

* * *

EXT. HELICARRIER, MILES ABOVE NEW YORK - NIGHT

Subtitle: S.H.I.E.L.D. HELICARRIER, MILES ABOVE NEW YORK

MARIA HILL (OS)

Your mission was to go undercover as "Chris Chang" in the street gang and set Brawler up for arrest.

* * *

INT. THE BRIG, S.H.I.E.L.D. HELICARRIER – NIGHT

MEDIUM SHOT of an enraged Hill.

MARIA HILL

Not to invoke him with anti-registration feelings!

Lao sits in a cell, looking down, brooding.

MARIA HILL

With that said, you are dishonorably discharged from S.H.I.E.L.D.

Lao bitterly looks up at Hill.

MARIA HILL (OS)

Do you have anything to say for yourself?

COREY LAO

If I was to do it all over again, I would.

MARIA HILL

Is that so? Well, guess what, tough guy?

HEAD SHOT of Hill's arrogantly satisfied look.

MARIA HILL

You're never going to see your girlfriend ever again because you're also going to prison indefinitely.

With a roar of utter hatred, Lao lunges at the cell's force field with a fury of punches.

MARIA HILL (OS)

You brought this on yourself, Lao.

MARIA HILL

Among other offenses, you aided SHRA violators and conspired against S.H.I.E.L.D. and the law.

Lao stops hitting but still looks intense.

MARIA HILL

You're a criminal now and being treated as such.

Lao drops to his head with an angry sigh.

COREY LAO

Mark my words, Hill…

Lao raises his head, looking at Hill with evil insanity.

COREY LAO

You'll pay with your life for this.

* * *

INT. CAPTAIN AMERICA'S NEW H.Q. – NIGHT

Together in bed, Essence and Cryos lay in each other's arms. She's asleep and he's awake.

CRYOS (VO)

Having heard Sakura's crying, I quickly came to her side.

Cryos looks upon his girlfriend with empathy.

CRYOS (VO)

When the tears flowed, I held my love tight.

Still asleep, Essence lays her head on Cryos' chest.

CRYOS (VO)

She had been through hell today.

He kisses her head.

CRYOS (VO)

I know of her pain because I had lost my dad in the World Trade Center on 9/11.

Cryos looks up with a worn look.

CRYOS (VO)

That's why Cap had said to me, "Your father would be proud of you, Ken."

Cryos yawns.

CRYOS (VO)

So if you haven't guessed by now, Captain America is one of the select few that knew us when we were still a secret from everyone else.

Cryos begins to fall asleep.

CRYOS (VO)

Anyway, if there's one thing Sakura and I learned over the years, it's that there's no such thing as closure.

Cryos falls asleep.

CRYOS (VO)

Anyone tells you differently, they're only saying that to make themselves feel better.

Both boyfriend and girlfriend are now asleep.

CRYOS (VO)

Because for those of us whose loved ones were tragically taken away, there's a reminder everyday.

It's obvious by this scene the love these two share.

CRYOS (VO)

And those reminders drive us to do what we do.

TO BE CONTINUED


	4. Issue 4

EXCEPTIONALS

Story Arc #1

"Exposure"

(A Civil War Tie-In)

Part 4 of 4

written by

Ken Lehman

* * *

ISSUE #4

NOTE: The following issue takes place during _Civil War #6 _and_ Civil War #7_.

* * *

INT. CRIMINAL REHAB UNIT, COMMISSION ON SUPERHUMAN ACTIVITIES – AFTERNOON

Subtitle: COMMISSION ON SUPERHUMAN ACTIVITIES. CRIMINAL REHAB UNIT.

Tony Stark walks alongside BARON HELMUT ZEMO, the founder and leader of the Thunderbolts, down a corridor.

CRYOS (VO)

What is desperation? I can say for sure it's this:

They pass by hi-tech prison cells with the Thunderbolt detainees that are recently active villains, including the recently captured Brawler.

CRYOS (VO)

An obsession of doing whatever it takes to achieve a goal…

They stop in front of Brawler's cell, where he's inside, lying on his prison bed.

CRYOS (VO)

…even if that means sacrificing your very soul.

An arrogant Brawler gets up to face Stark and Zemo.

BRAWLER

Whaddaya want from me, Stark?

TONY STARK

Just a moment of your time, Brawler.

A cocky Brawler folds his muscular arms.

BRAWLER

Sure… Whatever ya say…

TONY STARK

Face facts! Lightwave is with the resistance, your entire gang is in prison, and you're here!

Brawler glares at Stark, who tries to cool down.

TONY STARK

I suggest you get with the program fast because the life you were living is officially over with.

BRAWLER

And what if I don't? What if, once I'm free during the "final showdown," I decide to pound on you until you're dust?

TONY STARK

You can't. You've been chipped and tagged.

BRAWLER

What?

TONY STARK

You've been injected with microscopic nanobots, which lets us monitor your every movement.

TONY STARK (OS)

If you try to kill me or anyone else, you'll be electrocuted.

Brawler leans against his prison wall, defeated.

TONY STARK

Ask yourself: Who do you really want to fight? Me?

CLOSE UP SHOT of Brawler pondering.

TONY STARK (OS)

Or your clown of a brother?

Stark and Zemo leave.

TONY STARK

Welcome to the Thunderbolts Army.

* * *

INT. INFIRMARY, CAPTAIN AMERICA'S NEW H.Q. - AFTERNOON

Subtitle: SECRET AVENGERS

Getting examined by NIGHT NURSE, Peter Parker, a.k.a. SPIDER-MAN is back on his feet and almost fully healed.

SPIDER-MAN

How am I doing, Night Nurse?

NIGHT NURSE

Your healing is progressing nicely, Spider-Man.

SPIDER-MAN

Good to hear.

NIGHT NURSE

But you're not one hundred percent yet.

Spider-Man notices the Exceptionals (minus Paragon, Cryos, and Essence) enter.

SPIDER-MAN

Well, if it isn't Nick Fury's not-so-secret-service the Exceptionals.

GRAVITON

(_smirks_) So you've heard of us?

Spider-Man looks at Graviton as if to say, "Duh."

GRAVITON

Look, whatever Stark told you-

SPIDER-MAN

He didn't tell me anything about you guys. It was Cap.

Spider-Man notices that Paragon, Cryos and Requiem aren't among the group.

SPIDER-MAN

Hey, aren't there more of you?

GRAVITON

Yeah, but they're on recruitment detail.

* * *

INT. AMIR'S BEDROOM, ATLANTIS – AFTERNOON

Subtitle: ATLANTIS

After sleeping with and telling a personal story to the Atlantian woman known as AMIR, Wolverine is surprised to find his old war buddy Paragon in the open entrance way.

WOLVERINE

Curtis? Whaddaya doin' here?

With a smirk, Paragon notices the sexy Atlantian woman in the bed wearing only a smile and a bed sheet.

PARAGON

Logan, you old dog.

Wolverine gives a "stop trying to embarrass me" look.

WOLVERINE

(_unsheathes his claws_) Whaddaya want?

PARAGON

The final push is on for tonight.

Retracting his adamantium claws, Wolverine looks at his old friend sympathetically.

PARAGON

We need you alongside us, soldier.

Wolverine tiredly looks away with a sigh.

WOLVERINE

I can't.

Paragon looks disappointed.

WOLVERINE

If the X-Men weren't neutral, y'know I would be there with you guys in a heartbeat.

Wolverine sorrowfully looks at Paragon.

WOLVERINE

But that's not the case this time.

Paragon tiredly looks away with a sigh.

WOLVERINE

You know how against the Registration Act I am, but I can't break ranks with my teammates.

Paragon thoughtfully looks at Wolverine.

PARAGON

I can understand and respect that.

Wolverine looks even more apologetic.

WOLVERINE

I'm sorry, Curtis.

Leaning in, Paragon puts his hand on Wolverine's shoulder.

PARAGON

It's okay, Logan.

Paragon turns around and starts to leave.

WOLVERINE

I tell ya what, old friend…

Paragon stops and faces an utterly sincere Wolverine.

WOLVERINE

Once this war is over with, if you need me for anything, I'm there.

* * *

INT. COFFEE SHOP, LONG ISLAND, NEW YORK - AFTERNOON

Subtitle: LONG ISLAND, NEW YORK

In his casual clothes, sitting at a table by himself, hunched over a cup of coffee is Dan Sullivan.

Sullivan looks up to see Ken and Sakura wearing their casual clothes and with friendly smiles.

DAN SULLIVAN

Glad you guys could make it. Pull up a seat.

The couple sits across from Sullivan.

KEN O'CONNELL

What's up, Danny Boy? Anything new?

DAN SULLIVAN

It looks I'll be fulltime with the Secret Avengers.

SAKURA YOSHIMOTO

Why? What happened?

DAN SULLIVAN

Hill has become more paranoid since Del Toro's K.I.A.

KEN O'CONNELL

Yeah, we figured.

DAN SULLIVAN

I'm your inside man and the odds of me getting busted have risen greatly.

SAKURA YOSHIMOTO

We figured as much. That's why we're taking you to a rendezvous point to meet up with Fury.

DAN SULLIVAN

I also gotta warn you guys that the pro-registration side still has your rogues gallery on their roster.

DAN SULLIVAN (OS)

Not only that, but Stark has somehow recruited Mitch's brother, as well.

KEN O'CONNELL

That's okay because we got Lightwave on our side.

Ken and Sakura are contacted by Secret Avengers H.Q. to return to base for preparation of the final showdown.

KEN O'CONNELL

Looks like we'll have to continue this conversation on the way, Dan.

HEAD SHOT of Cryos' utterly serious expression, looking at Sullivan who is out of the shot.

KEN O'CONNELL

It's time.

* * *

EXT. RYKER'S ISLAND PENITENTIARY - EVENING

Subtitle: RYKER'S ISLAND PENITENTIARY

Sunset at Ryker's Island Penitentiary.

CRYOS (VO)

After going over the stolen plans to the Negative Zone prison-

* * *

INT. RYKER'S ISLAND PENITENTIARY – NIGHT

Security personnel guard the portal to the Negative Zone's "Number 42" complex.

CRYOS (VO)

-and the Punisher being given the boot-

* * *

INT. THE NEGATIVE ZONE

Subtitle: THE NEGATIVE ZONE

Suddenly, the security personnel find themselves punched over by unseen assailants.

CRYOS (VO)

-we began the final push.

The unseen assailants are suddenly revealed as the Invisible Woman releases them from an invisible touch.

CRYOS (VO)

It promised to be a monumental battle.

All the Exceptionals, Lightwave, Black Panther, Storm, Spider-Man, Spider-Woman, Hercules, Human Torch, Tigra, Luke Cage, Falcon, and Young Avengers Kate Bishop, Patriot, and the Vision round out Cap's squad.

CRYOS (VO)

The risks were high and we were outnumbered.

Suddenly, Spider-Man stops in his tracks and his SPIDER-SENSE goes off the scale.

CRYOS (VO)

But it didn't matter…

Iron Man appears before the Secret Avengers, flanked by a squad of his own consisting of Yellowjacket, Wasp, Ms. Marvel, Black Widow, She-Hulk, Sentry, Wonder Man, Nighthawk, Stature, Mr. Fantastic, Doc Samson, Sabra, Arana, Bishop, and several members of the Thunderbolts Army: Songbird, Mach-IV, Venom, Radioactive Man, Lady Deathstrike, Blizzard, Taskmaster, Bullseye, Fixer, Brawler, Wildfire, Ecstasy, Smoke and Mirror, Terrain, Rapid, Brutality, Revenant, Flood, and Malware.

CRYOS (VO)

…because we were about to even the odds.

IRON MAN

Would now be a good time to talk about a surrender?

CAPTAIN AMERICA

I don't think so.

Captain America motions to where a group of costumed people are racing towards them.

CRYOS (VO)

That's Cap for you: Unwavering, standing his ground-

Now allied with Cap and the Secret Avengers are several other heroes, some of whom were members of the Secret Avengers until they were captured: Cloak and Dagger, Daredevil (Danny Rand), Wiccan, Battlestar, Prodigy, The Living Mummy, Shroud, Solo, Typeface, Network, Lectronn, Lightbright, Black Crow, Gladitrix, and Coldblood-7.

CRYOS (VO)

-and has our captured free for the final showdown.

With the Exceptionals behind him, Captain America snarls-

CAPTAIN AMERICA

Now close your eyes, gentlemen. This might hurt.

But after the traitor Tigra joins Iron Man's side and Hulkling rejoins the Secret Avengers, Wildfire and Ecstasy fearfully notice Lightwave among the Secret Avengers.

WILDFIRE

Uh-oh, this isn't good.

Lightwave bitterly notices Wildfire and Ecstasy among the Thunderbolts Army.

LIGHTWAVE

You have no idea how not good this is-

Trailing with a bright white energy behind her, Lightwave attacks Wildfire and Ecstasy, firing the first shot.

LIGHTWAVE

-you mother #$%er!

Both sides then go at it and Captain America shouts-

CAPTAIN AMERICA

Avengers Assemble!

The two sides, both large contingents of the superhuman community, battle each other fiercely.

Luke Cage and Daredevil face She-Hulk and Brawler until Bruiser intervenes, punching his brother into the ground.

BRUISER

May I cut in?

Paragon battles Sentry in the air while a flying Requiem clashes with a teleporting Revenant.

SENTRY

I hear you're my predecessor, General. Is it true?

Lightwave blasts Wildfire as Paragon smashes the Sentry.

PARAGON

What do you think, Reynolds?

Stealth and Venom battle it out while Wildfire is sent crashing into Ecstasy via Lightwave's energy blasts.

VENOM

You? You don't stand a chance!

Cryos ice beams Mirror's glass shard projectiles while Bruiser tangles with both She-Hulk and Brawler.

BRUISER

Oh, how I love a challenge!

Shielded with dense gravity, Graviton takes out Malware, Rapid, Terrain, Flood, Smoke, and Brutality, sending them flying in different directions.

GRAVITON

Outta my way, ya tools!

Essence battles a towering Stature while Cryos, who laid out Mirror, exchanges blows with Bishop.

BISHOP

You're fighting the inevitable, Cryos!

CRYOS

You, of all people, Bishop, should know that nothing is inevitable!

As Cloak concentrates hard, his power spreads over all the assembled super beings.

PARAGON

Get ready for a drop-off, troops!

Everyone is enveloped within Cloak…

* * *

EXT. BAXTER BUILDING, NEW YORK

Subtitle: OUTSIDE BAXTER BUILDING, NEW YORK

…and re-appears moments later in the air outside the Baxter Building, New York.

Countless super beings begin to fall from the sky.

CAPTAIN AMERICA

All flyers, grab a friend! Now!

Stealth grabs Venom, using him as a human shield.

VENOM

Let go of me! What do you think you're doing?

STEALTH

Standing a chance.

Many of the physically powerful super beings, specifically Stealth using Venom as a shield, crash into the streets below, smashing up cars and other objects along the way, and causing many civilians to run for their lives.

BRUISER

Sam Guthrie!

After getting up from the smashed cars and rubble, Bruiser smashes his brother Brawler in the face.

BRUISER

Tag! You're it!

Paragon radios to his Exceptionals-

PARAGON

Make sure there are no civilian casualties!

Up in the air, Lightwave dodges Wildfire's blasts of fire while Requiem torpedoes Revenant through a building.

LIGHTWAVE

Look what you're doing, Terry! Think of our daughter!

WILDFIRE

All that matters to me now is Ecstasy!

Cryos ice bridges down and freezes over Wildfire and several others on Iron Man's side before reaching Blizzard.

BLIZZARD

Another ice-maker, eh? Okay, let's see what y-!

Cryos punches Blizzard hard, impacting him into a wall.

Before Ecstasy can attack her from behind, Lightwave suddenly takes out Ecstasy via light-energy blasts.

LIGHTWAVE

Not this time, whore.

Looking up to the sky, Lightwave notices a very unfriendly Atlantean army, lead by Namor the Sub-Mariner.

LIGHTWAVE

This is just nuts!

Lightwave flies away from the Atlantians that are attacking Bullseye, Venom, Taskmaster, and Lady Deathstrike.

LIGHTWAVE

I'm outta here!

Sentry and Paragon strike each other so hard that the shockwaves from their punches shatter windows.

SENTRY

Finally! Someone else I can cut loose on!

Suddenly, Paragon unleashes an energy blast so powerful at Sentry that it has him go through multiple buildings.

PARAGON

Did you honestly think you're the only, let alone the first, with the "power of a million exploding suns"?

Captain America continues to smash Iron Man's armor with his shield, before landing one powerful blow that shatters the facial armor.

Cryos watches in awe as Cap's shield glean in the light.

CRYOS (VO)

Things looked like they were about to end.

Within Cryos' eyes, several rescue workers and civilians ambush Captain America before he can take action.

CRYOS (VO)

But then something unexpected happened.

The squabbling super beings see the commotion.

CRYOS (VO)

Something that got all of us to stop fighting…

They finally see that fires have started at several points in the battle zone.

CRYOS (VO)

…and take a look at the damage we were causing.

Within Cryos' eyes, Captain America's shield lays on the ground.

CRYOS (VO)

Cap realized it before any of us.

The superhumans stop fighting and all begin to gather around.

CRYOS (VO)

That the fighting was no longer about taking sides on a piece of legislation, our future, or the people.

Everyone stands almost motionless.

CRYOS (VO)

It was just fighting-meaningless fighting.

* * *

INT. VANESSA'S ROOM, TITANO HOME – NIGHT

With her registration card and signed form in her hands, Vanessa Titano (Lightwave) cries on her bed.

CRYOS (VO)

So in the aftermath, some of us gave in…

* * *

INT. EXCEPTIONALS SECRET HEADQUARTERS – NIGHT

The Exceptionals sit around a round table with a holographic projection of NICK FURY in the center.

CRYOS (VO)

Some of us remained underground…

* * *

INT. RYKER'S ISLAND PENITENTIARY – NIGHT

Wearing POWER NULLIFYING RESTRAINTS, Brawler, Revenant, Wildfire, Ecstasy, Mirror, Smoke, Terrain, Rapid, Brutality, Flood, and Malware are being escorted by armed Capekillers into Negative Zone Prison Alpha.

CRYOS (VO)

And some of us were sent to prison…

* * *

EXT. S.H.I.E.L.D. HELICARRIER, SIX MILES ABOVE MANHATTAN – DAY

The morning sun shines brightly behind the massive ship.

CRYOS (VO)

Either way, the war was over-

* * *

INT. PRIVATE MEETING ROOM, S.H.I.E.L.D. HELICARRIER – DAY

Deputy Director Maria Hill stands behind Tony Stark, the new director of S.H.I.E.L.D. as they look at a monitor.

CRYOS (VO)

-and a new age has begun.

The monitor shows a text file that reads SEVERAL YEARS AGO, PARAGON RECRUITED YOUNG UNTESTED SUPERHUMANS WHO CAME FROM PERSONAL TRAGEDY OR A TROUBLED PAST AND WHOSE EXISTENCE WAS KNOWN TO NICK FURY ALONE. PARAGON THEN TRAINED THEM INTO THE EXCEPTIONALS-A TEAM OF S.H.I.E.L.D. BLACK OPERATIVES KNOWN BY A SELECT FEW AND ANSWERABLE ONLY TO FURY.

MARIA HILL (OS)

Del Toro's CD is not what we thought, Director Stark.

As Stark reads the file, Hill is looking at him.

MARIA HILL

What we are seeing is not Fury's classified information on the Exceptionals…but Del Toro's spy reports on them.

TONY STARK

At this point, Deputy Director Hill, I don't care what what's on it.

Stark looks at Hill determined.

TONY STARK

For you see, this whole mess you made has given me an idea…

As Stark looks back to the monitor, Hill looks stunned.

TONY STARK

The Exceptionals are going to join the Initiative as a reformed public superhero team.

THE END

NEXT: Means to an End (An Initiative Story)


	5. Issue 5

EXCEPTIONALS

Story Arc #2

"Means to an End"

(An Initiative Tie-In)

Part 1 of 4

written by

Ken Lehman

* * *

ISSUE #5

* * *

PROLOGUE

A Superhuman Registration Act has been passed, requiring all individuals possessing paranormal abilities to register their powers and identities with the government. After the Act split the superhero community in two, the EXCEPTIONALS, a rogue S.H.I.E.L.D. black ops team of superpowered beings overseen by Nick Fury, joined Captain America's anti-registration rebellion against Iron Man's pro-registration faction, which included several of their supervillains and former allies. The conflict erupted into violence, only ending with the surrender and arrest-and eventual assassination-of Captain America.

Now the Civil War is over, and Tony Stark (Iron Man) has been named Director of S.H.I.E.L.D. while the Exceptionals remain renegade heroes. So when he set into motion the INITIATIVE, a plan for training and policing superheroes, Stark proposed to have the Exceptionals be a part of it as a reformed public superhero team.

How they will react to his plan is yet unknown…

* * *

Flashback: EXT. 15TH CENTURY EGYPT – DAY

Subtitle: EGYPT - 15TH CENTURY

After defeating the pre-vampire Dracula's army, as well as Dracula himself, Apocalypse and his army return home.

Apocalypse rides among his Horsemen PESTILENCE, FAMINE, and DEATH. Riding behind, the Horsemen WAR leads the Riders of the Storm, Apocalypse's army of followers.

The Horseman of Death turns to Apocalypse.

DEATH

This was a tremendous victory over Vlad the Impaler and his army, my lord. Celebrations are in order.

APOCALYPSE

Indeed they are.

They all reach APOCALYPSE'S SPHINX, which lies among the sand dunes.

APOCALYPSE

We shall bask in our triumph like we did when we sacked the Roman Empire!

The Riders and Horsemen roar in cheer-

RIDERS OF THE DARK

Apocalypse! Apocalypse! Apocalypse! Apocalypse!

LATER: While the others dismount and enter the sphinx, Death and Apocalypse remain on their horses outside.

APOCALYPSE

This celebration will also be for you, my son.

Death takes off his helmet, revealing himself to be GENOCIDE.

GENOCIDE

Thank you, father, I am honored.

Apocalypse looks upon his son with pride.

GENOCIDE

But may I ask why?

APOCALYPSE

Because you have done me proud, Genocide.

Genocide smiles at his father in gratitude.

APOCALYPSE (OS)

And I know you will continue to do so…

* * *

Flashback: EXT. 21TH CENTURY EGYPT – DAY

Subtitle: EGYPT - PRE-CIVIL WAR

Apocalypse's Sphinx lies among the sand dunes unchanged.

JASON DEL TORO (VO)

The others wouldn't help me.

INT. APOCALYPSE'S SPHINX – DAY

With a flash light in hand, JASON DEL TORO walks down the stairs to an ancient tomb.

JASON DEL TORO (VO)

They're too busy fighting among themselves for leadership, for the "fittest."

He reaches GENOCIDE'S LAZARUS CHAMBER.

JASON DEL TORO (VO)

Well, I'll just have to put an end to that…

Del Toro opens it.

JASON DEL TORO (VO)

Because no way am I going to take on Costello by myself…even with the means to ruin him and his team.

Inside, fog dissipates to reveal a hibernating Genocide.

JASON DEL TORO (VO)

Apocalypse's first son and Horseman of Death.

He looks over the ageless body in awe.

JASON DEL TORO (VO)

Genocide.

He sinisterly smiles to himself.

JASON DEL TORO (VO)

You'll make Clan Akkaba help me get revenge.

* * *

Present: INT. EXCEPTIONALS SECRET H.Q. – NIGHT

Subtitle: EXCEPTIONALS SECRET H.Q. – POST-CIVIL WAR

On a large monitor, Tony Stark, looking like hell since coming from Cap's funeral, talks directly to the monitor.

TONY STARK

If you accept my offer, all your anti-registration activities will be pardon.

In the dark, Nick Fury watches the private broadcast while smoking his cigar and drinking scotch on the rocks.

TONY STARK (OS)

All of your black ops records will be destroyed and all knowledge of what you used to be will be denied.

TONY STARK

You'll become a public superhero team.

As Fury relights his cigar, we briefly see his bitter face in the light of the match.

TONY STARK (OS)

You won't have to remain underground and continue doing Fury's dirty work anymore.

TONY STARK

So meet me at-

Suddenly, the broadcast cuts to static.

In the monitor's light, we see Fury's bitter face clearly.

Fury switches the static filled screen to a computer screen with the following:

Investigation of Jason Del Toro

Result: Complete. For more info, see Clan Akkaba file.

Investigation of Jason Del Toro's leaked information

Result: Complete. No stolen info. Just observations.

Capture of Jason Del Toro

Result: Mission failure due to Del Toro being K.I.A.

Raid on Red Skull's underground Master Men factory

Result: Pending

Elimination of the Red Skull and his cohorts

Result: Pending

Fury looks away from the screen with a heavy sigh.

* * *

EXT. ABANDONED REHAB CLINIC, UPSTATE NEW YORK – DAY

Subtitle: UPSTATE NEW YORK - NOW

Exploding out of the central building of the clinic, a rocketing Paragon destroys a SLEEPER, a robot for mass destruction, in the sky.

PARAGON

(_to his comm-link_) How's it going, troops?

INT. MASTER MEN FACILITY, BELOW THE REHAB CLINIC - DAY

The other Exceptionals battle waves of NEO MASTER MEN (_skinheads with enhanced physical attributes and flight_) while destroying room after room, floor after floor.

Cryos unleashes razor-sharp icicles at several Master Men, stabbing them to death.

CRYOS

(_to his comm-link_) Going like clockwork, sir.

Essence skillfully kills several Master Men with her martial arts and katana.

ESSENCE

Where are all these Neo Master Men coming from?

The goliath Bruiser unleashes a two-fisted ground-smash that takes out several Master Men.

BRUISER

I say Red Skull's butt because these guys smell like-

Using the wide range of abilities from her supernatural armor, Requiem easily takes out several Master Men.

REQUIEM

Please don't finish that line, big guy.

An invisible Stealth shoots up several Master Men with his variety of offensive and defensive weapons.

STEALTH

My sensors indicate a massive vessel approaching.

Graviton, using his mastery over gravity, slams several Master Men in various directions.

GRAVITON

Sounds like a S.H.I.E.L.D. helicarrier.

Paragon comes crashing through the ceiling with force and rejoins his troops in battle.

PARAGON

It's not. It's something else.

* * *

EXT. AVENGERS QUINJET EN ROUTE STARK TOWER – DAY

Subtitle: AVENGERS QUINJET EN ROUTE STARK TOWER

Miles away-the Avengers' ship rockets back to their H.Q.

MS. MARVEL (OS)

You're awfully quiet, Tony.

INT. AVENGERS QUINJET – DAY

Iron Man pilots the ship while the other Mighty Avengers sit in the passenger seats. Ms. Marvel sits across from Iron Man in the co-pilot seat.

MS. MARVEL

Something on the mind?

IRON MAN

It's nothing, Carol.

Ms. Marvel's intuition kicks in.

MS. MARVEL

It's the Exceptionals, isn't it?

Iron Man remains silent, looking forward.

MS. MARVEL

You know that they're not coming back to S.H.I.E.L.D.

Iron Man looks at Ms. Marvel.

MS. MARVEL

I wouldn't be surprised if Fury is concealing them.

Eyes widen, a revelation hits Iron Man.

MS. MARVEL (OS)

I mean, they have managed to be under the radar-

IRON MAN

Fury! It was him!

MS. MARVEL

What? What are you talking about?

The Wasp suddenly shoots up, pointing to something outside.

WASP

Guys! Look!

All the Mighty Avengers look out the windshield to see Apocalypse's Sphinx descending in the distance.

WONDER MAN

It can't be.

SENTRY

Is that what I think it is?

* * *

EXT. ABANDONED REHAB CLINIC, UPSTATE NEW YORK – DAY

The Exceptionals rush outside until they see Apocalypse's Sphinx hovering right above the clinic.

PARAGON

It's Apocalypse's Sphinx, his Celestial ship.

CRYOS

Which means Genocide is in there.

PARAGON

Which means this was all a trap.

Suddenly, waves of DARK RIDERS-Apocalypse's cybernetic warriors-fly out of the hovering ship.

The Dark Riders swoop towards the Exceptionals down below.

They ultimately land before our battle-ready heroes.

Suddenly, the supposedly slain Master Men appear behind.

GRAVITON

What the hell…? We just killed those guys!

In a flash, they reveal themselves to be Dark Riders.

PARAGON

Stand your ground, troops.

Our heroes find themselves surrounded by hundreds of Dark Riders with futuristic weapons in hands.

PARAGON

They have us double-backed.

Genocide, radiating energy, flies out of the ship.

He flies down towards the Exceptionals.

The Exceptionals stand united, glaring at the villain.

GENOCIDE (OS)

You are very predictable, Exceptionals…

No longer radiating energy, he lands before the Riders.

GENOCIDE

I knew that you would seek to avenge the fallen Captain America. So I devised this little setup.

Cryos lunges for Genocide but is held back by Paragon.

CRYOS

You sonuva#$%!

GENOCIDE

Ah, Cryos, I do apologize. But you see: it was the only way you would face your destiny as potential Horsemen.

CRYOS

Go #$% yourself, Genocide. We'll never serve you or Apocalypse.

Energy burns from Genocide's angry eyes.

GENOCIDE

Believe what you will, for this final test will soon come to an end…and I shall see who is worthy.

MS. MARVEL (OS)

Not on our watch!

Suddenly, the Mighty Avengers get the drop on the massive army of Dark Riders.

MS. MARVEL

Avengers Assemble!

The Exceptionals and Genocide are surprised by the Mighty Avengers' sudden arrival.

GENOCIDE

Riders! Exterminate the interlopers!

The Dark Riders take flight to attack the Avengers but not before half of them are taken on by the Exceptionals.

IRON MAN

Genocide!

Radiating energy, Genocide flies up to confront Iron Man.

IRON MAN

You're under arrest for the murder of thirty S.H.I.E.L.D. agents.

In the air, Iron Man and Genocide square off.

GENOCIDE

The only law I abide to, human, is my father's.

Iron Man unleashes REPULSORS at Genocide.

IRON MAN

Apocalypse is gone.

With an evil smirk, Genocide swats the energy beam aside as if it were a fly, sending it exploding into the clinic.

GENOCIDE

Many have said that before…

Stark's eyes glare through his helmet.

GENOCIDE (OS)

…and they have all been proven wrong.

Together, the Exceptionals and Mighty Avengers fiercely battle against the waves of Dark Riders.

MS. MARVEL

Why haven't you comeback to S.H.I.E.L.D., Curtis?

Ms. Marvel unleashes energy blasts from her hands while Ares used his huge sword and battle axe.

MS. MARVEL

The war is over and the Exceptionals are still registered and licensed heroes.

Paragon unleashes energy blasts from his hands while Essence uses her martial arts and katana.

PARAGON

Yeah, by de facto, Carol, because having worked for S.H.I.E.L.D. But Stark runs things now.

Paragon takes to the sky to confront Ms. Marvel.

PARAGON

How long will it take until he suspends or takes away our licenses until we have to officially register?

Ms. Marvel takes to the sky to confront Paragon.

MS. MARVEL

That's not going to happen. What's done is done. You and your troops are too important to S.H.I.E.L.D.

Below Paragon, Cryos and Bruiser double team the Dark Riders with combos.

PARAGON

If we're so important, then why did they turn on us in the first place?

Cryos freezes them and Bruiser smashes them.

PARAGON

Oh, yeah… It was because we were "traitors."

Ms. Marvel looks defensive.

MS. MARVEL

You were working for Fury-someone who's no longer an authority figure. What did you expect?

Paragon saddens.

PARAGON

I expected not to fight in a war where you would be on the opposing side.

Ms. Marvel saddens.

MS. MARVEL

Me too.

Suddenly, Iron Man impacts the ground hard by Genocide's powerful energy blast.

The Avengers rush to Iron Man's aid, except for Ares.

WASP

Tony!

Arms folded, an annoyed Genocide remains in the air.

GENOCIDE

You are unfit!

All the Dark Riders are slain, leaving just the two teams of heroes and the main villain.

GENOCIDE

You are unworthy!

The Exceptionals and Ares glare up at the evil Genocide.

GENOCIDE

You Exceptionals have defied the test of becoming Horsemen for the last time!

The Avengers tend to Iron Man whose armor disintegrates before their stunned eyes.

MS. MARVEL

Oh my God, Tony! What's he done to you?

Suddenly, Ares lunges at Genocide.

ARES

Have at thee!

MS. MARVEL

Ares don't!

Genocide sends a powerful blast of energy at Ares, which sends him hurling back into the ground.

GENOCIDE

You, god of war are no match for the first Horseman of Death.

The heroes watch in horror as Ares impacts the ground hard.

GENOCIDE

Defeat by me is no shame-

Suddenly, they notice the slain Dark Riders disintegrating.

GENOCIDE

-for against my power even the strong must fall.

While the heroes are distracted, Genocide zooms back to the massive sphinx-shaped spaceship.

GENOCIDE

All of you have no idea what is to come…

Noticing the villain escaping, Paragon rockets at him.

PARAGON

Keep it together, people! Follow me!

Requiem, Graviton, Ms. Marvel, Wasp, Sentry, and Wonder Man follow in hot pursuit.

PARAGON

We're not going to let him-

But they're too late: As Genocide enters, the ship jumps to light-speed.

The flying heroes are left in the air defeated.

PARAGON

-get away…

The heroes on the ground look to the sky defeated.

CRYOS

What do we do now, Paragon?

As Paragon ponders, his team looks at him for guidance until-

TONY STARK (OS)

Well, for starters…

Stark gets to his feet, his Iron Man armor totally disintegrated, glaring at the Exceptionals.

TONY STARK

You can accept my offer.

Ares recovers, getting back on his feet.

TONY STARK

Because if you refuse…

The fliers start to land on the ground, one after another.

TONY STARK

It's off the table and you'll remain outlaws.

The Exceptionals stand united behind their leader.

PARAGON

What are you talking about, Stark? What offer?

The Avengers stand behind Stark, looking baffled.

TONY STARK

The one I broadcasted on all S.H.I.E.L.D. secure lines right after Rogers' funeral.

The Exceptionals glare at Stark.

TONY STARK

Didn't you get it?

The Exceptionals look as if they could kill Stark.

TONY STARK

I guess not.

Paragon's burn with energy.

PARAGON

Steve wasn't in the grave for a day and you did that!

Ms. Marvel, Wonder Man, Wasp, and Black Widow look at Stark speechless while Sentry and Ares look indifferent.

PARAGON (OS)

Haven't you disrespected him enough?

PARAGON

You mark my words, Stark…

Paragon calms down, his eyes returning to normal.

PARAGON

As long as you're director, the Exceptionals will never comeback to S.H.I.E.L.D.

The Exceptionals turn their back on Stark and start to walk away until-

TONY STARK

The offer wasn't about coming back to S.H.I.E.L.D.

Suddenly, Stark's disintegrated Iron Man armor begins to regenerate via Extremis.

TONY STARK

It was about the Exceptionals being reformed into a public superhero team within the Initiative.

The armor finishes regenerating.

TONY STARK

But since you made your feelings quite clear…

Iron Man is back.

IRON MAN

Consider yourselves all under arrest.

TO BE CONTINUED


	6. Issue 6

EXCEPTIONALS

Story Arc #2

"Means to an End"

(An Initiative Tie-In)

Part 2 of 4

written by

Ken Lehman

* * *

ISSUE #6

* * *

Flashback: INT. CLAN AKKABA MANSION – NIGHT

Subtitle: CLAN AKKABA MANSION - SEVERAL MONTHS AGO

OZYMANDIAS, FREDERICK SLADE, and NINE OTHER CLAN AKKABA MEMBERS (_a male and female of African origin, a Muslim female, a man of Middle Eastern descent, one Caucasian man, an older Asian man, and a more youthful looking Asian girl_), sit at a long table, looking at JASON DEL TORO with a SHADOWED FIGURE (Genocide).

In the background, there are stained glass windows reminiscent of a church showing scenes of the life of Apocalypse.

JASON DEL TORO

The tests, trials, and battles to see who leads the Clan Akkaba are now over.

OZYMANDIAS

Jason, need you be reminded that not long ago, you just became a member.

Arrogant, Del Toro remains unaffected by Ozymandias' words.

OZYMANDIAS

Although being of Lord Apocalypse's descendent, your x-gene was latent.

Ozymandias gets up from the head of the table and slowly approaches Del Toro.

OZYMANDIAS

If it was not for us finding you and giving you his blood, you would remain a pitiful human.

JASON DEL TORO

What's your point, Ozymandias?

Ozymandias gets in Del Toro's face.

OZYMANDIAS

My point, you ungrateful child, is that you have no say over the rites of passage…

Del Toro and Ozymandias glare at each other.

OZYMANDIAS (CONT'D)

…nor will you ever.

JASON DEL TORO

You're right, scribe, I don't have a say.

Stepping into the light, the Hidden Figure reveals to be GENOCIDE.

JASON DEL TORO (OS)

But he does…

The Clansmen are utterly shocked by his presence.

OZYMANDIAS

Lord Genocide!

Suddenly, Genocide energy blasts the stone scribe to dust.

GENOCIDE

That was for betraying my father.

Del Toro smirks.

Genocide eventually sits at the head of the long table, where Ozymandias was sitting.

GENOCIDE

Until my father returns, I lead this clan.

Slade and the other members look at each other undecidedly.

GENOCIDE

If there are any objections, just know you will end up like Ozymandias…or worse.

Slade and the other members remain obediently silent.

JASON DEL TORO

(_deceptively_) We're your faithful servants, my lord.

* * *

Flashback: EXT. GEFFEN-MEYER CHEMICALS – NIGHT

Subtitle: GEFFEN-MEYER CHEMICALS - SEVERAL WEEKS AGO

During the superhuman Civil War, Genocide watches the Exceptionals battle their villains led by Del Toro from afar with his eyes burning with energy and hatred.

GENOCIDE (VO)

When no one else in Clan Akkaba would join you in your plot against the Exceptionals' Bruiser, you attempted to change that by summoning me!

Genocide takes flight, rocketing towards Del Toro.

GENOCIDE (VO)

But I, like the rest of the Clan, did not care about your meaningless vendetta!

As he and Brutality battle Bruiser, Del Toro fearfully notices Genocide before anyone else.

GENOCIDE (VO)

You then went to our enemies and violated our law of secrecy!

Genocide unleashes a beam of energy, which crashes down and vaporizes Del Toro, which also sends Bruiser and Brutality off the ground and into the air.

GENOCIDE (VO)

For your impudence, you shall be annihilated from the face of the Earth!

* * *

Present: INT. EXCEPTIONALS SECRET HEADQUARTERS – DAY

Subtitle: EXCEPTIONALS SECRET HEADQUARTERS - NOW

On a large monitor, the EXCEPTIONALS (Paragon, Cryos, Essence, Bruiser, Requiem, Stealth, and Graviton) fiercely battle the MIGHTY AVENGERS (Iron Man, Ms. Marvel, Wonder Man, Wasp, Sentry, Black Widow, and Ares).

STARK ARMOR A.I. (VO)

Subject File: Exceptionals Initiative.

In the glow of the monitor, a sober Nick Fury multitasks by watching the battle and shaving.

STARK ARMOR A.I. (VO)

Location: Upstate New York. Team Roster: Accessed.

On the monitor, Paragon overwhelms Sentry with a combo of his vast strength and military combat skills.

STARK ARMOR A.I. (VO)

Paragon: supersoldier from World War Two with immeasurable power, leader of the Exceptionals.

On the monitor, Cryos ice slides away from the Wasp, who is in the air, trying to hit him with her bio-electric energy blasts.

STARK ARMOR A.I. (VO)

Cryos: mutant who can project subzero cold.

On the monitor, Essence quickly slices through Black Widow's guns with her katana.

STARK ARMOR A.I. (VO)

Essence: human who is extremely skilled in various martial arts, particularly the ways of the samurai.

On the monitor, Bruiser pounds Iron Man into the ground.

STARK ARMOR A.I. (VO)

Bruiser: mutant of enormous physical mass with immeasurable strength, stamina, and durability.

On the monitor, Requiem binds Ms. Marvel up with a chain projected from her armor, swings her around at super speed, and releases her, sending her crashing into the clinic.

STARK ARMOR A.I. (VO)

Requiem: human who is bonded with an ancient holy armor that grants various supernatural abilities.

On the monitor, Stealth goes invisible and unleashes his arsenal on Wonder Man.

STARK ARMOR A.I. (VO)

Stealth: sentient S.H.I.E.L.D. android with various abilities, primarily invisibility.

On the monitor, Graviton slams Ares through the clinic with a gravity push.

STARK ARMOR A.I. (VO)

Graviton II: escapee of the Soviet Supersoldier Program that utilized the powers of Graviton I.

Now clean shaven, Fury reclines back in his chair to focus his total attention at monitoring the battle.

CRYOS (VO)

We've been through a lot with Nick Fury…

EXT. ABANDONED REHAB CLINIC, UPSTATE NEW YORK – DAY

Ms. Marvel and Ares come charging out of the clinic they impacted and overtake Graviton and Requiem.

CRYOS (VO)

…even from the very beginning.

Requiem energy blasts Ms. Marvel off her and then takes the battle to the air.

CRYOS (VO)

Case in point: the "Secret War," when he went against his superiors' orders and invaded Latveria with a handful of superheroes.

Graviton levitates the rubble behind Ares and slams them at him with his gravity powers.

CRYOS (VO)

We were supposed to be those superheroes.

Iron Man unleashes a FULL-FORM REPULSOR RAY (a huge blast from his armor) that repulses Bruiser off him.

CRYOS (VO)

But we were reserved because, at the time, we weren't ready.

Suddenly, Sentry launches himself at Paragon with an energized punch, sending him impacting the ground hard.

CRYOS (VO)

We were still being trained by Paragon.

Black Widow knocks Essence's sword out of her hand and the two engage in hand-to-hand combat, holding their own…

CRYOS (VO)

In the end, all the crap Fury did caught up with him…

…until Essence roundhouse kicks Black Widow to the ground.

CRYOS (VO)

…and he was forced into hiding.

Wasp finally hits Cryos with her bio-electric energy blasts.

CRYOS (VO)

But even in hiding, he didn't want us discovered by the succeeding director.

Stealth turns visible while Wonder Man smashes him through a series of trees.

CRYOS (VO)

So he provided our concealment from the rest of S.H.I.E.L.D.

Iron Man powerfully torpedoes Bruiser into the air.

CRYOS (VO)

Before we knew it, one of our former allies would destroy that concealment…

Bruiser hits Iron Man with a powerful axe-handle smash, sending Iron Man into the ground.

CRYOS (VO)

…for reasons we still can't get over.

After stopping Wonder Man and some close-quarters fighting, Stealth smashes him through a series of trees.

CRYOS (VO)

Now, we're fighting Stark's Avengers because we refused his "special offer" that we originally had no idea about because Fury withheld it from us.

Cryos freezes over Wasp with a direct hit of his ice beam.

CRYOS (VO)

How do we know this?

INT. EXCEPTIONALS SECRET HEADQUARTERS – DAY

Fury intently monitors the battle…

CRYOS (VO)

Because we know Fury.

…until something else comes on screen: APOCALYPSE'S SPHINX reappears in Earth's orbit.

CRYOS (VO)

His heart may have been in the right place, but that doesn't excuse him for pulling the same #$% with us.

Fury frowns at this image.

CRYOS (VO)

He's gonna have to answer to us sooner or later…

* * *

EXT. APOCALYPSE'S SPHINX – EARTH ORBIT

Subtitle: APOCALYPSE'S SPHINX – EARTH ORBIT

The massive Celestial ship is in Earth's orbit.

INT. APOCALYPSE'S SPHINX – EARTH ORBIT

Genocide enters a secret room where CALLISTO (_now the __beautiful woman that she once was_) lays in bed awake.

CALLISTO

How did things go?

GENOCIDE

(_with an arrogant smile_) According to plan…as usual.

CALLISTO

So Clan Akkaba is still…?

GENOCIDE

Yes, they are still unaware that I know of their deception.

Outside the room, Slade overhears the conversation in fear.

GENOCIDE (OS)

I have played their game long enough.

Inside the room, Genocide's eyes burn with energy.

GENOCIDE

And now playtime has ended.

Outside the room, Slade runs to tell the others members of Clan Akkaba.

CALLISTO (OS)

Speaking of "according to plan"…

Inside the lab, Genocide's eyes return to normal.

CALLISTO

When do we deal with Quicksilver and Scarlet Witch?

Genocide goes over to Callisto's bed.

CALLISTO

I mean, they are still part of the plan, right?

He intimately sits beside her on the bed. She smiles.

GENOCIDE

Of course they are. The main part, in fact.

CALLISTO

(_looking at Genocide lovingly_) How so?

The two lovingly hold hands.

CALLISTO

Because you still haven't told me and my friends your whole plan. You just promised us-

Genocide kisses Callisto.

GENOCIDE

In time, Callisto.

As they break away from the kiss, the two smile.

GENOCIDE

In time.

* * *

EXT. ABANDONED REHAB CLINIC, UPSTATE NEW YORK – DAY

The intense battle between the Exceptionals and the Mighty Avengers continues.

STARK ARMOR A.I. (VO)

Security breach. Security breach. Stark satellite.

IRON MAN

What? By whom?

INT. EXCEPTIONALS HEADQUARTERS – DAY

Fury quickly enters a command on his computer.

STARK ARMOR A.I. (VO)

Remote access. Teleporter: Engaged.

EXT. ABANDONED REHAB CLINIC, UPSTATE NEW YORK – DAY

The battle between the Exceptionals and the Mighty Avengers comes to an end as soon as all the Exceptionals suddenly teleport out of sight.

While the other Mighty Avengers are left baffled, Iron Man is left not surprised and especially bitter.

IRON MAN

Fury.

INT. EXCEPTIONALS SECRET HEADQUARTERS – DAY

They reappear at their secret headquarters.

The Exceptionals are baffled…

BRUISER

What just happened?

…until Fury suddenly appears before them.

BRUISER

Okay, I'm caught up.

Paragon comes out of the crowd of Exceptionals, looking directly at Fury as if he could kill him.

REQUIEM

Paragon?

Paragon does not answer. Instead, his eyes and body burn with immense energy.

PARAGON

You left us in the dark, Nick!

The other Exceptionals keep their distance from Paragon.

PARAGON

After everything we've been through, you're now keeping things from us?

Fury holds his hands up, trying to calm down Paragon.

NICK FURY

I admit I didn't tell you guys about Stark's offer.

Eyes and body returning to normal, Paragon calms down.

NICK FURY

Hell, I'll even admit that I disrupted it while it was being broadcasted on all secure S.H.I.E.L.D. lines.

The other Exceptionals go to Paragon's side.

NICK FURY

But you all have to understand that what I did was necessary.

All the Exceptionals look resentful.

NICK FURY

Look, we need to get past this because a lot of your missions had to be abandoned because of the Civil War.

Fury leans against the wall, folding his arms.

NICK FURY

Although I wanted you to resume those missions when it ended, Cap's murder happened.

* * *

EXT. AVENGERS QUIN JET – DAY

The jet soars towards the S.H.I.E.L.D. HELICARRIER, which hovers miles above MANHATTAN.

NICK FURY (VO)

Then you, Curtis led the charge in avenging him.

EXT. S.H.I.E.L.D. HELICARRIER – DAY

Subtitle: S.H.I.E.L.D. HELICARRIER – MILES ABOVE MANHATTAN

The jet lands on the floating S.H.I.E.L.D. headquarters.

NICK FURY (VO)

But I'm sorry to say, after what just happened, priorities have changed.

From afar, MARIA HILL watches the Avengers exit the ship, specifically Ms. Marvel and Iron Man, who are arguing.

MS. MARVEL

What the hell has become of you, Tony?

They walk past various S.H.I.E.L.D. agents until they finally reach Hill, who quietly observes the argument.

MS. MARVEL

I can't believe what you did behind our backs!

Ms. Marvel flies off.

MS. MARVEL

I can't even look at you right now!

Wonder Man takes flight, going after her.

WONDER MAN

Carol! Wait up!

As the other Avengers walk away from Iron Man, Wasp looks disgusted at him.

Hill remains standing with an angry Iron Man.

MARIA HILL

What happened? What took you so long to comeback?

IRON MAN

The Exceptionals, Fury, and Genocide.

Hill is speechless.

IRON MAN

They have to be taken care of once and for all.

MARIA HILL

As much as I would love that too, we don't know where any of them are, especially Fury.

Iron Man remains silent.

MARIA HILL

Until one of them slips up, there's nothing we can do.

Stark's enraged eyes are seen through his Iron Man helmet.

* * *

INT. APOCALYPSE'S SPHINX – EARTH ORBIT

Sitting at a round table, Slade and the nine other members of Clan Akkaba have a secret meeting about Genocide.

FREDERICK SLADE

Genocide knows we deceived him.

MALE OF AFRICAN ORIGIN

What makes you say that?

FREDERICK SLADE

I overheard him speaking to Callisto.

FEMALE OF AFRICAN ORIGIN

This has gotten out of control.

MUSLIM FEMALE

It's no wonder the old Clan Akkaba imprisoned him in his Lazarus Chamber.

MAN OF MIDDLE EASTERN DESCENT

We must force Apocalypse into resurfacing.

CAUCASIAN MAN

How can we do that when we don't even know where he is?

OLDER ASIAN MAN

Well, we have to do something!

MORE YOUTHFUL LOOKING ASIAN GIRL

What are we going to do, Frederick?

GENOCIDE (OS)

Yes, Frederick.

Everyone goes speechless looking at the sudden appearance of Genocide, who walks in with a bloodthirsty air.

GENOCIDE

"What are we going to do"?

FREDERICK SLADE

Lord Genocide, let me explain-

GENOCIDE

(_eyes burning with energy_) Silence!

The members of Clan Akkaba are fearful and remain silent.

GENOCIDE

You fed me a lie about how my father, before his disappearance, had "potentials for a new cadre of Horsemen" and that I should "find and test them."

Genocide's eyes return to normal.

GENOCIDE

I do not know where your loyalties lie or what plans you have up your sleeves, and frankly, I do not care.

Suddenly, his eyes and body blaze with intense energy.

GENOCIDE

Because now…

Genocide unleashes energy beams at the members of Clan Akkaba, disintegrating them into oblivion.

GENOCIDE

You shall reap what you sowed!

NICK FURY (VO)

I'll admit what I did was…shifty.

* * *

INT. EXCEPTIONALS SECRET HEADQUARTERS – DAY

Nick Fury and the Exceptionals stand on opposing sides.

NICK FURY

But make no mistake, it was necessary.

Paragon stands in front of the other Exceptionals with his arms folded.

NICK FURY

You all have been exposed enough no thanks to Del Toro.

Fury presses some buttons on his unassuming wrist watch.

NICK FURY

I won't have Stark finish the job.

Suddenly, he teleports out of sight.

PARAGON

I've known that man since World War Two.

Paragon turns to his troops.

PARAGON

Something's going down. Something big.

* * *

INT. NICK FURY'S HIDEOUT – DAY

Subtitle: NICK FURY'S HIDEOUT

Fury teleports back to his secret hideout-a dark room where the only light is the glow of all the monitors.

PARAGON (VO)

And he's not telling us.

On those monitors are the SECRET WARRIORS (Daisy Johnson, Phobos, Yo-Yo, Hellfire, Druid, and Stonewall).

TO BE CONTINUED


	7. Issue 7

EXCEPTIONALS

Story Arc #2

"Means to an End"

(An Initiative Tie-In)

Part 3 of 4

written by

Ken Lehman

* * *

ISSUE #7

* * *

Flashback: INT. APOCALYPSE'S SPHINX, EGYPT – DAY

Subtitle: APOCALYPSE'S SPHINX, EGYPT - POST-CIVIL WAR

In a large Celestial room, GENOCIDE sits before a large monitor, watching *the battle involving X-FACOTR, X-CELL, and QUICKSILVER (*_X-Factor (3rd series) #20_) intently.

On the monitor, LAYLA MILLER sees MARROW being confused.

LAYLA MILLER

(_from the monitor_)

Think about it: What mutant "she" would Pietro be the most willing to cover for?

Genocide's eyes bug from knowing the answer.

MARROW

(_from the monitor_)

The Witch! The Scarlet Witch! She-

Before Callisto could warn her, another Quicksilver appears behind Marrow, quickly grabbing her knife from her hands, and shoves it through Marrow's lower torso from behind, the point emerging right under her ribcage.

Great revelation falls upon Genocide.

GENOCIDE

Altered reality and resurrected me. The House of M.

Utterly determined, he quickly leaves the room.

Outside, the Clan Akkaba walk down the hallway, approaching the room, until Genocide comes rushing out.

FREDERICK SLADE

Where are you going, my lord?

With his back to them, Genocide stops in his tracks. He has to hide what he knows, including the Clan's deception.

FREDERICK SLADE

Have you found more potential candidates for a new Four Horsemen?

Reserved, Genocide turns to them with a lie.

GENOCIDE

Yes. And now, I am going to test them.

* * *

Flashback: EXT. CLINIC, DETRIOT, MICHIGAN – DAY

Subtitle: DETRIOT, MICHIGAN

MULTIPLE MAN watches ABYSS, FATALE, and REAPER begin to quake.

Realizing their fate, Abyss calls out to Fatale and Reaper.

ABYSS

Go loose!

As he wraps his tendrils around them, Fatale asks-

FATALE

What are you doing?

ABYSS

(_sadly_) The only thing I can do…

A moment later, Abyss has dragged his two allies into the otherworldly dimension that his body lets him access: THE BRIMSTONE DIMENSION.

Suddenly, Abyss disappears into nothingness.

* * *

Flashback: INT. DETRIOT SEWERS – DAY

In the sewers, Callisto carries a dying Marrow.

CALLISTO

Hang on, Marrow! We're gonna make it.

Radiating energy, GENOCIDE hovers before them.

GENOCIDE

Looks like you could use some help…

CALLISTO

I've had enough "help". Now get the #$% outta my way.

GENOCIDE

I promise you, Callisto: Quicksilver will pay in full for what he has done.

CALLISTO

(_bug-eyed_) How did you-? Who are you?

As Genocide offers his hand, a portal opens behind him.

GENOCIDE

Come with me-

Mesmerized by Genocide, Callisto takes Genocide's hand.

GENOCIDE

-and I shall answer all your questions.

Callisto, Marrow, and Genocide enter the portal.

* * *

Flashback: EXT. THE BRIMSTONE DIMENSION

Subtitle: THE BRIMSTONE DIMENSION – MOMENTS LATER

The portal reopens in an otherworldly dimension where Abyss, Fatale, and Reaper lifelessly float around.

Genocide unleashes grapple lines, which pull the three into the portal.

HEAD SHOT of Genocide's evil smile and eyes burning energy.

* * *

Present: INT. APOCALYPSE'S SPHINX – OUTER SPACE

Subtitle: APOCALYPSE'S SPHINX, OUTER SPACE - NOW

Callisto, Marrow, Reaper, Fatale, and Abyss stand in the dark doorway while Genocide stands in the lit room.

CALLISTO

You wanted to see us?

GENOCIDE

Yes, I did. Come in.

Callisto (_beautiful_), Marrow (_fully healed and __beautiful_), Reaper (_with his missing limbs regenerated_), Fatale, and Abyss (_AoA version_) join Genocide in the lit room.

CALLISTO

Are you finally gonna reveal your whole plan to us?

GENOCIDE

Yes, the time has come.

Suddenly, holographic images of Quicksilver and the Scarlet Witch appear from the floor before them all.

GENOCIDE

You all once thought that it was the U.S. government's fault that most of our kind was depowered-

The X-Cell members stand around the holograms.

GENOCIDE

-until the true conspirators were revealed.

The others look at Genocide.

GENOCIDE

I know you want to kill Quicksilver and the Scarlet Witch for what they have done…

They look at each other puzzled.

GENOCIDE

But they cannot die just yet.

They inquisitively look back at Genocide.

CALLISTO

Why's that?

With an evil smile, Genocide locks eyes with Callisto.

GENOCIDE

They have to make things right first.

* * *

EXT. ARLINGTON NATION CEMETARY, VIRGINIA - EVENING

Subtitle: ARLINGTON NATION CEMETARY, VIRGINIA

As the sun sets over the horizon, JAMES BUCHANAN "BUCKY" BARNES stands in silence before Captain America's monument.

PARAGON (OS)

"Hey kid."

Recognizing the voice, Bucky turns to face PARAGON with a smile on his face.

PARAGON

"You know what time it is"?

BUCKY

"It's time for you to get a watch."

The two old friends and soldiers share a laugh and hug.

PARAGON

How are you doing, James?

BUCKY

I'm getting by, I guess.

They break from the hug and just face each other.

BUCKY

How about you, Curtis?

PARAGON

The same.

The two solemnly look at the monument.

PARAGON

How does it feel to have taken on the mantel?

BUCKY

To be honest, I never wanted to assume it.

They look back at each other.

BUCKY

But Steve wrote in a letter to Stark-

PARAGON

Hold on. Stark?

BUCKY

Look, I know you and your troops have beef with him.

Paragon folds his arms.

BUCKY

But if we're going to succeed in taking out the Red Skull and his cronies, then we have to work with Stark.

PARAGON

You can go ahead and do that, James. But the Exceptionals will not work for or with that man after everything he's done.

As Bucky looks at him baffled, Paragon unfolds his arms.

PARAGON

Besides, something else has come up.

BUCKY

"Something else"?

PARAGON

Genocide-a powerful mutant terrorist. Very cunning, too. He knew about Steve and used that to lure us.

Bucky is speechless.

PARAGON

So now between him, Stark, and Fury, we've been getting the runaround.

BUCKY

Wait, Fury, too? What did he do?

PARAGON

He's been withholding and hiding things from us.

BUCKY

Jeez.

PARAGON

Something big is going down and he's not telling us. At the same time, I've got this gut feeling that he's…

BUCKY

Testing you.

PARAGON

Exactly.

Paragon's eyes burn with energy.

PARAGON

Fury has been testing me and my troops.

* * *

EXT. APOCALYPSE'S SPHINX – OUTER SPACE

The massive Celestial ship orbits Earth.

MARROW (OS)

What the #$%, Genocide?

INT. APOCALYPSE'S SPHINX – OUTER SPACE

Marrow looks enraged while Genocide looks arrogant.

MARROW

"They have to make things right first"? What do you mean, "they have to make things right first"?

GENOCIDE

They have to restore the House of M reality.

Callisto, Marrow, Reaper, Fatale, and Abyss look puzzled.

GENOCIDE

None of you remember, do you?

Callisto, Marrow, Reaper, Fatale, and Abyss remain puzzled.

Genocide sighs, knowing he has to explain. As Genocide speaks, images of what he says are in the background.

GENOCIDE

Manipulated by Quicksilver, the Scarlet Witch remade the world into a mutant paradise in which all of their friends and allies had attained their heart's desire.

Callisto, Marrow, Reaper, Fatale, and Abyss are speechless.

GENOCIDE

In this altered reality, Magneto was in command of the entire world with his newly royal family, the House of Magnus or simply known as-

MARROW

Wait! Wait a minute. How come none us remember this "House of M reality" and you do?

GENOCIDE

Some remember and some do not. Either way, it all came to an end in a flash of white light.

They look overwhelmed.

GENOCIDE

I then found myself awaken from my Lazarus chamber in normal reality sometime after-

CALLISTO

(_ultimate realization_) M-Day.

GENOCIDE

Yes, "M-Day," the day that the mutant population was decimated with many of our people depowered, occurred.

The background images end.

CALLISTO

(_distant with the realization_) It all adds up.

GENOCIDE

We will make Quicksilver and the Scarlet Witch undo all the damage they have caused.

EXT. APOCALYPSE'S SPHINX – OUTER SPACE

The massive Celestial ship continues orbiting the Earth-

GENOCIDE (VO)

And once all is said and done…

-until it suddenly jumps to light-speed to Earth itself.

GENOCIDE (VO)

You can exact your revenge.

* * *

INT. NICK FURY'S HIDEOUT – NIGHT

Subtitle: NICK FURY'S HIDEOUT

NICK FURY sits in front of a bunch of large computer screens, monitoring his SECRET WARRIORS (Daisy Johnson, Phobos, Yo-Yo, Hellfire, Druid, and Stonewall) in action.

Suddenly, Paragon comes zooming in, grabs Fury, and pins up against the screens.

PARAGON

You've been testing us, Nick! In your own sneaky-!

Paragon notices the computer screens.

PARAGON

Caterpillars…?

Paragon's angry eyes radiate with energy.

PARAGON

Are you trying to replace us?

NICK FURY

No, it's not that at all!

PARAGON

Then what have you been doing?

NICK FURY

All I can tell you is that what I've been doing-everything I've been doing-has been necessary.

Paragon powerfully throws Fury away from the monitors.

PARAGON

I'm tired of hearing that!

Fury hits the floor but skillfully rolls to a crouched position.

PARAGON

Why was it "necessary"?

Taking a breather, Paragon's eyes return to normal.

PARAGON

You know what? Forget it. I know the answer.

Fury slowly stands up, looking cautiously at Paragon.

PARAGON

You don't trust the Exceptionals anymore. So in your own conniving ways, you've been putting us to the test.

Fury sighs heavily in disagreement.

PARAGON

That ends now!

Fury remains silent, taking this in.

PARAGON

I will not allow you to use me and my troops anymore!

Fury tries holding back…

PARAGON

We're done with you.

…until Paragon starts flying away.

NICK FURY

I don't know who to trust!

Paragon stops in the air, looking back at Fury.

NICK FURY

Something big is going down…

Fury finally gets back to his feet.

NICK FURY

…and I don't know who to trust.

Paragon descends back to the floor.

NICK FURY

So I've been testing old and new recruits in order to know who I can.

On the floor, Paragon and Fury face each other.

NICK FURY

But after you tossing me around like a ragdoll, I know it's the real Curtis Jones I'm talking to.

PARAGON

What are you talking about, Nick? What the hell is going on?

Suddenly, the whole hideout goes on alert.

COMPUTER

Priority alert!

The screen switches to a live news broadcast of Quicksilver battling Callisto, Marrow, Reaper, Fatale, and Abyss.

COMPUTER

Subject: Pietro Maximoff. Alias: Quicksilver. Location: Mutant Town, Manhattan.

Fury and Paragon firmly look at the screen.

COMPUTER (OS)

Subject is under attack from mutant terrorists Callisto, Marrow, Reaper, Fatale, and Abyss.

Fury and Paragon look back at each other.

COMPUTER (OS)

Be advised: Primary target Genocide is also on the scene.

Paragon flies out the same way he came in.

PARAGON

This isn't over.

Fury looks at Paragon leaving.

NICK FURY

I know.

* * *

EXT. MUTANT TOWN, MANHATTAN – NIGHT

Subtitle: MUTANT TOWN, MANHATTAN

At super-speed, Quicksilver dodges all of Callisto, Marrow, Reaper, Fatale, and Abyss's attacks.

ABYSS

You promised to restore our powers, Quicksilver!

Fatale shoots her plasma discharge gauntlets.

FATALE

Instead, we became ticking time bombs!

Reaper blasts nuerosynaptic paralyzers from his hands.

REAPER

You killed Cross and left us to die!

Abyss unravels into high-tensile strength coils and tries to grab Quicksilver to pull him into his chest cavity where there is the inter-dimensional void.

QUICKSILVER

Well, you obviously have your powers back!

Callisto transforms her arms in multiple suction tentacles, which lunge for Quicksilver.

QUICKSILVER

So you should be thanking me, not trying to kill me!

Marrow unleashes projectile bone-spikes at Quicksilver.

MARROW

It wasn't you who gave our powers back, $$hole!

QUICKSILVER

Oh yeah? Who was it then?

Suddenly, Quicksilver is blasted off his feet by an energy blast from someone out of the scene (Genocide).

Quicksilver is sent flying into the side of a building.

His steaming body drops to the street.

His hand radiating energy, a determined Genocide hovers in front of the downed Quicksilver.

GENOCIDE

Me.

MARROW

Grab him!

Reaper and Fatale grab a hold of Quicksilver.

MARROW

Lift him up!

They lift him up.

Marrow grows bone knuckle guards on her clenched fists.

MARROW

I've waited a long time for this…

Just as Marrow is about to punch Quicksilver, Genocide stops her by forcefully grabbing her arm.

GENOCIDE

Not yet.

Marrow looks bitterly at Genocide.

MARROW

But, Genocide-!

GENOCIDE

Not. Yet.

Genocide glares at Marrow to the point she backs down.

MARROW

Fine!

Reaper and Fatale let go of Quicksilver, who drops to the ground.

MARROW

We'll do it your way!

Genocide let's go of Marrow.

MARROW

For now…

Reaper, Fatale, and Marrow regroup with Callisto and Abyss.

QUICKSILVER

I'm guessing you're X-Cell's new leader…

Genocide stands over the downed Quicksilver, who struggles to recover from being blasted.

QUICKSILVER

You're keeping me alive for a reason. Why?

GENOCIDE

I need you to help me find the Scarlet Witch.

QUICKSILVER

I don't know where my sister is…

Quicksilver looks up at Genocide defiantly.

QUICKSILVER

But even if I did, I would never find her for you.

GENOCIDE

You don't have to fear for her life, Quicksilver.

A sinister smirk grows on Genocide's face.

GENOCIDE

I need her alive so that she can restore the House of M reality.

QUICKSILVER

What?

GENOCIDE

Think about it.

The madman crouches down to speak to Quicksilver.

GENOCIDE

All the damage you two caused to the mutant population could be undone as easily as it was done.

Quicksilver looks hesitant yet almost persuaded.

QUICKSILVER

Maybe. But Wanda's powers are very unpredictable. She could make things worse. Not only that, but who knows if she even still has her powers after what she did.

GENOCIDE

Whatever the case may be, I have the means to restore or control her powers.

Genocide stands back up.

The villain offers his hand to Quicksilver.

GENOCIDE

Come with me and together, we shall find her and make things as they once were-

Quicksilver remains hesitant.

GENOCIDE (OS)

-for our people.

TO BE CONTINUED


	8. Issue 8

EXCEPTIONALS

Story Arc #2

"Means to an End"

(An Initiative Tie-In)

Part 4 of 4

written by

Ken Lehman

* * *

ISSUE #8

* * *

EXT. MANHATTAN HARBOR – NIGHT

Subtitle: MANHATTAN HARBOR - NOW

Quicksilver runs at super-speed to an abandoned warehouse on one of the city piers.

INT. ABANDONED WAREHOUSE, MANHATTAN HARBOR – NIGHT

After going inside, he stops, thinking he's safe…until he turns around to see the Exceptionals.

QUICKSILVER

What now?

PARAGON

Pietro Maximoff? Codename: Quicksilver?

He looks at them suspiciously.

QUICKSILVER

Who wants to know?

Quicksilver notices the S.H.I.E.L.D. symbols on the Exceptionals' black ops uniforms.

QUICKSILVER

S.H.I.E.L.D.?

Paragon gives Graviton a suggestive look.

QUICKSILVER

You guys don't look like any S.H.I.E.L.D. agents I've seen before…

With his gravity powers, Graviton immobilizes Quicksilver…

QUICKSILVER

Hey, I can't move! What gives?

…and lifts him in the air.

QUICKSILVER

Who are you people?

PARAGON

Who we are is not important.

Paragon stands in front of the immobilized Quicksilver.

PARAGON

What is important is that you're honest with us.

QUICKSILVER

Look, if this is about the Terrigen crystals-

STEALTH

No, this not about what you stole from the Inhumans and used on five depowered mutants, resulting in either their deaths or near deaths.

QUICKSILVER

Have you been spying on me?

PARAGON

Focus, Maximoff. We need to know what Genocide wants with you. Are you a potential for his Four Horsemen?

STEALTH

And why are five depowered mutant terrorists, who used to associate with you and who suddenly have their powers back no thanks to you, now associated with him? Are they also potentials?

QUICKSILVER

Who are you people?

Impatient, Paragon's eyes burn with energy.

PARAGON

If you don't tell us, I'll give the order to my soldier over there-

Graviton arrogantly smiles.

PARAGON

-to increase the hold he has on you until you're crumpled up like a thrown away piece of paper.

Quicksilver fears for his own life.

QUICKSILVER

Please don't! I'll tell you everything I know!

Paragon's eyes return to normal.

QUICKSILVER

Just tell your soldier to release his hold on me.

Paragon and his Exceptionals look skeptical.

QUICKSILVER

I promise I won't run.

Paragon relents and gives Graviton a suggestive look.

Graviton lowers Quicksilver to the ground and releases his gravity hold.

QUICKSILVER

For starters, I have no idea what you're talking about with "horsemen" and "potentials". Genocide wanted me so that I could help him find my sister Wanda.

REQUIEM

You mean the Scarlet Witch?

QUICKSILVER

Yes.

ESSENCE

What for?

QUICKSILVER

To bring back the House of M.

The Exceptionals are speechless as each of them has brief flashbacks of the lives they had in that reality:

Paragon-he was able to grow old and have a big family with many children and grandchildren.

Cryos-9/11 never happened, his dad was alive, and his family was whole and happy.

Essence-her family was never murdered and she lived a happy life with them in Japan.

Bruiser-his father never fell from grace as a superhero and his family was whole and happy.

Requiem-she was able to live a normal life.

Stealth-he was a servant for King Brian Braddock.

Graviton-he was never subjugated by the Soviet Supersoldier Program and his family lived in peace in a free Romania.

QUICKSILVER

I'm guessing by your reactions that all of you remember that reality.

The Exceptionals look bitterly at Quicksilver.

GRAVITON

Yeah, we remember.

Quicksilver knows he's on thin ice yet tries to move on.

QUICKSILVER

Anyway… Genocide said he wants to bring it back so that all the damage Wanda and I caused to the mutant population would be undone.

The Exceptionals look disapproving.

QUICKSILVER

As for X-Cell… From what I could tell, Genocide is the reason why the surviving members are still alive and retain their powers.

EXT. ABANDONED WAREHOUSE, MANHATTAN HARBOR – NIGHT

On top of the warehouse, Spider-Woman secretly listens in on the conversation.

QUICKSILVER (OS)

They follow him now. He's their new leader.

INT. ABANDONED WAREHOUSE, MANHATTAN HARBOR – NIGHT

Something dawns on Cryos.

CRYOS

Back to you and Genocide…

Quicksilver tries to hide his guilt.

CRYOS

You agreed to help him, didn't you?

* * *

Flashback: EXT. MUTANT TOWN, MANHTTAN – NIGHT

Subtitle: MUTANT TOWN, MANHTTAN - EARLIER

With the other members of X-Cell behind him, Genocide offers his hand to a hesitant Quicksilver.

GENOCIDE

Come with me and together, we shall find her and make things as they once were for our people.

Quicksilver remains hesitant for moment but then finally relents and takes the villain's hand.

QUICKSILVER

Okay, I'm on board.

As the other members of X-Cell look disapproving of Quicksilver, Genocide helps him back on his feet.

QUICKSILVER

I'll do anything to be with my sister again…

* * *

Now: INT. ABANDONED WAREHOUSE, MANHATTAN HARBOR – NIGHT

The Exceptionals look angrily at Quicksilver, who becomes deceptively defensive.

QUICKSILVER

No, I didn't! He's a madman! What he wants is insane!

EXT. ABANDONED WAREHOUSE, MANHATTAN HARBOR – NIGHT

In the air, Genocide descends on an unaware Spider-Woman.

QUICKSILVER (OS)

As much as I want to be with my sister again, I would never agree to help Genocide.

INT. ABANDONED WAREHOUSE, MANHATTAN HARBOR – NIGHT

QUICKSILVER

You have to believe me.

Suddenly, Genocide blasts Spider-Woman through the roof.

While Spider-Woman lays lifeless on the ground steaming, Genocide hovers off above her, glaring at Quicksilver.

GENOCIDE

I suspected that you would betray me, Quicksilver.

Quicksilver looks at Genocide warily.

GENOCIDE

But I mistakenly expected that you would not for the sake of my offer that would reunite you with your sister.

The Exceptionals look bitterly at Quicksilver for lying.

GENOCIDE

Now I see my folly as well as yours.

Quicksilver looks at Genocide more aggressively.

QUICKSILVER

My "folly"?

Genocide's hands radiate energy.

GENOCIDE

You falsely believed I need you alive in order to find her…

Genocide unleashes an energy blast at Quicksilver, who dodges the blast at superhuman speed while the Exceptionals also dodge the blast.

PARAGON

Everyone spread out!

EXT. ABANDONED WAREHOUSE, MANHATTAN HARBOR – NIGHT

The blast hits the other end of the building and starts to disintegrate it.

INT. ABANDONED WAREHOUSE, MANHATTAN HARBOR – NIGHT

As the building continues to disintegrate…

PARAGON

Stealth, get Spider-Woman out of here.

Stealth rescues Spider-Woman, cradling her in his arms.

PARAGON

The rest of you, take down Genocide.

Cryos, Essence, Bruiser, Requiem, and Graviton attack Genocide.

EXT. MANHATTAN HARBOR – NIGHT

As the warehouse finishes disintegrating, Paragon flies after a running Quicksilver.

PARAGON

I'm going after Quicksilver.

EXT. DOWNTOWN MANHATTAN – NIGHT

As Stealth runs at android speed, getting Spider-Woman to safety, she starts to awake.

SPIDER-WOMAN

Stealth?

STEALTH

The one and only, luv.

SPIDER-WOMAN

They're coming…

STEALTH

Whose coming?

EXT. MANHATTAN HARBOR – NIGHT

The other members of X-Cell (Callisto, Marrow, Fatale, Reaper, and Abyss) head for the battle at the piers.

SPIDER-WOMAN (VO)

X-Cell…

The other Mighty Avengers (Iron Man, Ms. Marvel, Wonder Man, Ares, Sentry, Black Widow, and Wasp) head toward for the battle at the piers.

SPIDER-WOMAN (VO)

…and the Mighty Avengers.

EXT. DOWNTOWN MANHATTAN – NIGHT

Stealth stops running, looking worried about his teammates.

STEALTH

(_to his comm-link_) Did you guys hear that?

EXT. MANHATTAN HARBOR – NIGHT

The other members of X-Cell aid Genocide in battling the five Exceptionals while the Mighty Avengers take on both groups.

IRON MAN

You're all under arrest!

BRUISER

(_to his comm-link_) That would be a "yes."

EXT. MIDTOWN MANHATTAN – NIGHT

Paragon continues to chase after Quicksilver.

PARAGON

(_to his comm-link_) Stealth, we're falling back to aid our people.

STEALTH

(_over Paragon's comm-link_) What about Quicksilver?

PARAGON

Forget him.

Paragon stops chasing after Quicksilver and flies back to aid his Exceptionals.

PARAGON

He's a liar and a coward.

While still running at super-speed, Quicksilver briefly looks back with a sad expression.

* * *

INT. NICK FURY'S HIDEOUT – NIGHT

Subtitle: NICK FURY'S HIDEOUT

Nick Fury and a SILHOUETTED FEMALE watch the superpowered mayhem with the three teams battling each other on a large monitor…

SILHOUETTED FEMALE

The Exceptionals have to pull out.

Bruiser vs. Genocide vs. Iron Man.

SILHOUETTED FEMALE

They have to know what's really going down.

Cryos vs. Reaper and Abyss vs. Wasp.

NICK FURY

Don't worry, we'll tell them everything.

Essence vs. Callisto vs. Black Widow.

NICK FURY

But these matters involving Stark and Genocide have to come to an end first.

Requiem vs. Fatale vs. Ms. Marvel.

SILHOUETTED FEMALE

Couldn't you just teleport them out like you did the last time?

Graviton vs. Marrow vs. Ares.

NICK FURY

That was only a part of the test. I'm not having them abandon any more missions.

Paragon and Stealth try join the fight and aid their teammates…

NICK FURY

They've passed with flying colors.

…but are intercepted by Sentry and Wonder Man.

NICK FURY

Besides, I couldn't pull them out even if I wanted to.

* * *

EXT. MANHATTAN HARBOR – NIGHT

Reaper blasts Wasp with his nuerosynaptic paralyzers.

REAPER

You "heroes" can't stop Genocide.

Abyss grabs the paralyzed Wasp and tries to pull her into his inter-dimensional void chest cavity…

ABYSS

We'll make sure of that.

…but is stopped by Cryos, who hits both Reaper and Abyss with a scissor-kick while reaching for Wasp.

CRYOS

Like hell you will.

Cryos lands from his kick and catches Wasp in his hand.

CRYOS

Gotcha.

He freezes over the downed villains.

CRYOS

Well, that's two down…

He looks at the tiny Wasp in his hand.

CRYOS

Wasp, I'm gonna get you to safety. But if you zap me with those "stingers" of yours, so help me, I'll-

WASP

There's no need for that…

From Cryos' hand, Wasp grows back to normal size.

WASP

I'll be fine.

The rival heroes look at each other in a different light.

WASP

Thank you.

Ms. Marvel watched this whole scene between Cryos and Wasp.

MS. MARVEL

You trained them well, Curtis.

With a sigh, she realizes what she must do.

MS. MARVEL

This has gone on long enough…

She turns to see Requiem and Fatale still fiercely battling each other.

FATALE

I'm gonna kill you, bitch!

She yanks Fatale away from Requiem and energy blasts the villain, effectively knocking her out.

MS. MARVEL

Not today.

Requiem tries to punch Ms. Marvel…

REQUIEM

So you wanna piece of me again, huh?

…but Ms. Marvel catches her fist.

MS. MARVEL

No.

The rival heroes look at each other in a different light.

MS. MARVEL

It's over.

The two are joined by Cryos and Wasp.

CRYOS

We were thinking the same thing…

With Marrow defeated, Graviton and Ares continue to battle…

MS. MARVEL (OS)

Alright, you two!

…until Cryos and Ms. Marvel break up the fight.

MS. MARVEL

The fight is over.

Wasp-now as Giant Girl-and Requiem break up the fight between Wonder Man and Stealth.

REQUIEM

Ya hear that, boys? We're done here.

Paragon notices those who have stop fighting.

PARAGON

Well, I'll be…

He stops Sentry from continuing to fight him, forcing to see that the battle is coming to an end.

PARAGON

Enough, Reynolds! It's over. Look.

Sentry sees that and stops.

SENTRY

Oh…

Sentry easily takes out Callisto while Paragon stops Essence and Black Widow from fighting.

PARAGON

Essence, Widow, stand down. That's an order.

While Genocide and Iron Man continue battling each other, Bruiser notices something amazing…

BRUISER

No way…

His teammates and the Avengers approaching as one force.

REQUIEM

Are you with us, big guy?

BRUISER

Does a bear crap in the woods?

Genocide and Iron Man stop fighting…

IRON MAN

What the hell…?

…because they take notice of the defeated villains and the unified heroes, which now include Bruiser.

MS. MARVEL

It's over.

Looking defeated, Genocide let's out a sigh.

GENOCIDE

So it seems…

Suddenly, Genocide and his unconscious teammate's teleport out of sight, leaving just the heroes.

IRON MAN

No!

Iron Man looks enraged at Paragon.

IRON MAN

Paragon.

Iron Man lunges for Paragon…

IRON MAN

This is all your doing! You planned this!

…but is stopped by being restrained by Wonder Man, Ares, and Ms. Marvel.

MS. MARVEL

No, Stark, it wasn't him. This was my call.

Iron Man stops struggling from being restrained and angrily looks at Ms. Marvel.

MS. MARVEL

We're going to let him and his team go.

IRON MAN

Are you kidding me?

Iron Man gets in Ms. Marvel's face.

IRON MAN

Is this your way of punishing me after what I did to them? Because let's get something straight…

Ms. Marvel looks bitterly at Iron Man.

IRON MAN

You're just the field leader, Danvers. I'm the one who's ultimately in charge. I call the shots-

The Exceptionals look bitterly at Iron Man.

IRON MAN

-and I will not allow these criminals to just walk away.

MS. MARVEL

You go ahead and do that…but you're doing it alone.

Iron Man gives a sigh of defeat.

The Exceptionals smile in victory.

* * *

INT. EXCEPTIONALS SECRET HEADQUARTERS – DAY

Subtitle: EXCEPTIONALS SECRET HEADQUARTERS – THE NEXT DAY

Nick Fury stands before the Exceptionals.

NICK FURY

I've been more shady than usual lately because I was testing all of you…and some new recruits, too.

The young Exceptionals look stunned…

NICK FURY

I've been trying to find out in, let's just say, an "unethical" way who I can trust.

…while Paragon looks firm.

NICK FURY

But now, I know I can trust all of you. I know you-

BRUISER

Hold up. You put us through the ringer because you got trust issues? That's #$%ed up, Fury, even for you.

SILHOUETTED FEMALE

He's not finished, Mitch.

Suddenly, the SILHOUETTED FEMALE comes into the light, revealing herself to be LAUREN, Jason Del Toro's girlfriend (_a cute twenty-something Philippino girl_).

LAUREN

Let him speak.

Bruiser is utterly stunned by her presence.

REQUIEM

Who's this chick?

BRUISER

Lauren.

GRAVITON

As in "Del Toro's girlfriend Lauren"?

LAUREN

"Ex-girlfriend," to be exact.

BRUISER

What are you doing here?

LAUREN

Colonel Fury brought me here so that I could help him explain why he did what he did.

BRUISER

What are you talking about?

Suddenly, Lauren reveals her true identity before the now speechless Exceptionals: She's a SKRULL.

LAUREN

Earth has been invaded.

THE END

NEXT: Underneath It All (A Secret Invasion Story)


	9. Issue 9

EXCEPTIONALS

Story Arc #3

"Underneath It All"

(A Secret Invasion Tie-In)

Part 1 of 4

written by

Ken Lehman

* * *

ISSUE #9

* * *

PROLOGUE

The Civil War has ended and Captain America has been assassinated. Having gone back underground, the Exceptionals sought to avenge their fallen ally. However, Paragon, Cryos, Essence, Bruiser, Requiem, Stealth, and Graviton were sidetracked by three powerful men and their hidden agendas: TONY STARK (Iron Man), the current Director of S.H.I.E.L.D., wanted to reform them as a public superhero team within the Initiative; GENOCIDE, the son of Apocalypse, used them as part of his cover for his real agenda: restore the House of M reality; and NICK FURY (the former Director of S.H.I.E.L.D.), the team's handler, tested them in order make sure he could still trust them.

When the Exceptionals thwarted Stark and Genocide's plans and were confronting Nick Fury, Jason Del Toro's ex-girlfriend Lauren steps out of the shadows to reveal that she is a SKRULL and that Fury has been testing them because Earth has been invaded by her shape-shifting alien race.

But Lauren has more to reveal…

* * *

INT. EXCEPTIONALS SECRET HEADQUARTERS – DAY

Subtitle: EXCEPTIONALS SECRET HEADQUARTERS

The Exceptionals stand utterly speechless for a while until Bruiser finally says-

BRUISER

Okay, my former friend's ex-girlfriend is actually a Skrull and just warned us that we've been invaded by her alien race.

Standing before them is Lauren, who has just reverted to her true form: that of a Skrull. And behind her, with his arms folded, is Nick Fury.

BRUISER

Is there anything else we should know before I hurl?

Laruen looks to Fury, who gives her a reassuring nod.

She looks back at the Exceptionals and telepathically projects the following memories in their minds...

* * *

Flashback: INT. ROYAL PALACE, SKRULL WORLD SATRIANI

Subtitle: SKRULL WORLD SATRIANI – YEARS AGO

DAJEZ (Jason Del Toro), NE'LIU (Lauren), and a couple other purple robbed Skrulls stand together under arrest in a circular energy containment field.

Subtitles: DAJEZ and NE'LIU

SKRULL JUDGE (OS)

Prince Dajez, you and your followers have caused acts of treason against your king.

KING DORREK, his royal subjects, including a JUDGE, and other Skrulls, including a young VERANKE, look at them outside the energy field.

Subtitles: KING DORREK and VERANKE

SKRULL JUDGE

What say you?

Tight shot on Dajez.

DAJEZ

He's not fit to be our king.

King Dorrek looks at Dajez bitterly.

DAJEZ (OS)

He ignores me and my fellow prophets' warnings.

DAJEZ

Our worlds are in danger! We've foretold a coming wave of destruction!

Tight shot of a crying Veranke.

DAJEZ (OS)

A devourer of worlds also brings destruction!

DAJEZ

Only we can bring you all to the world of blue that will be our lasting salvation!

KING DORREK

Enough!

The king looks at the judge.

KING DORREK

Sentence him.

SKRULL JUDGE

As you wish, your excellence.

Dajez and King Dorrek exchange malicious glares.

SKRULL JUDGE

Prince Dajez, King Dorrek sentences you and your followers to banishment to your "world of blue"…

Dajez and his follows are baffled.

SKRULL JUDGE

…but in the permanent form of a human with no memory of your life as a Skrull.

Dajez and his follows are horrified.

Tight shot of Ne'liu.

SKRULL JUDGE (OS)

Ne'liu…

SKRULL JUDGE

Although you have committed no crimes, it is by our law that since you are Prince Dajez's slave and royal servant, you have to be banished along with him.

Tears streams down Ne'liu's face.

Veranke continues to watch in tears.

KING DORREK

Remove them…and have the Priests of Sciences to "make them human."

Suddenly, the energy field goes down and Super-Skrull guards take away Dajez, Ne'liu, and his followers.

DAJEZ

Remember me, my sister!

Tight shot of a crying Veranke.

DAJEZ

Remember my words!

Dajez, Ne'liu, and his followers are black bagged.

DAJEZ

Remember this day!

VERANKE

I will, brother. I will.

* * *

Flashback: INT. CHURCH OF SCIENCES, SKRULL WORLD SATRIANI

Subtitle: THE CHURCH OF SCIENCES – LATER

King Dorrek, his royal subjects, including the Judge, and Princess Veranke arrive to see DRO'GE and THE ROYAL PRIESTS OF SCIENCES present to them Dajez now as a cryogenically frozen Jason Del Toro, Ne'liu as a cryogenically frozen Lauren, and Dajez's followers as cryogenically frozen humans.

Dro'ge steps forward.

Subtitle: DRO'GE, ROYAL PRIEST OF THE SCIENCES

DRO'GE

Your majesty, the Prince, his servant, and his followers have had their minds reprogrammed and appearances remade according to your specifications.

KING DORREK

Prince Dajez is no more. Hence forth, he is Jason Del Toro of Earth, a long lost human descendant of the mutant Apocalypse.

Veranke runs away crying.

Royal guards try to go after her until-

KING DORREK

Leave her. She now understands not to follow in her brother's footsteps unless she wants to suffer a similar fate.

The King returns his attention to Dro'ge.

KING DORREK

Head Priest of the Sciences, what of the K-Class mutant Skrull? Does she retain her powers?

DRO'GE

Ne'liu's-I mean, Lauren Flora's powers have been made dormant, your majesty.

Veranke, not far away, over hears the conversation while crying and praying.

DRO'GE (OS)

But all their abilities and memories can be returned if they were ever reverted back to being true Skrulls.

VERANKE

He loves me… He loves me… He loves me…

* * *

Flashback: SKRULL WORLD SATRIANI, SPACE

Subtitle: MOMENTS LATER…

A rocket shoots from the planet and heads toward Earth.

* * *

Flashback: THE SKRULL THRONEWORLD, SPACE

Subtitle: THE SKRULL THRONEWORLD – YEARS LATER

GALACTUS destroys the planet while his herald NOVA watches.

* * *

Flashback: EXT. APOCALYPSE'S SPHINX, EGYPT - NIGHT

Subtitle: MEANWHILE ON EARTH…

OZYMANDIAS and CLAN AKKABA discover a crash-landed ship in the sand dunes.

They look inside the ship to find that the only things fully intact are the cryogenically frozen bodies of Jason Del Toro, Lauren Flora, and some other humans.

* * *

Flashback: INT. ROYAL PALACE, SKRULL WORLD SATRIANI

Subtitle: SKRULL WORLD SATRIANI – YEARS LATER

A royal guard kneels before an adult Veranke.

ROYAL GUARD

Queen Veranke, we have found your brother on Earth.

A holographic projection comes up of Jason Del Toro.

Swelled up with emotion, Veranke gently touches the screen.

VERANKE

He loves us… He loves us… He loves us…

* * *

Flashback: EXT. POOL HALL, LONG ISLAND, NEW YORK - NIGHT

Subtitle: LATER ON EARTH…

Inside a car, Jason Del Toro has verbally and physically abused Lauren.

JASON DEL TORO

Clan Akkaba sent us to America as a sleeper cell so I could prove myself worthy of Lord Apocalypse's blood!

Tearful and hurt, Lauren is currently unable to speak.

JASON DEL TORO

Not so you could flirt with the local mutant I'm using to blend in!

LAUREN

We're not actually boyfriend and girlfriend, Jason! You've taken the cover way too seriously!

JASON DEL TORO

He actually works for Nick Fury! I'm just a freelance hacker he refers to him every now and then! I need more than that! So if you ruin this for me, I'll-

Just as Del Toro is about to hit Lauren again, his car door is superhumanly ripped open, surprising both passengers.

MITCH COSTELLO (OS)

J.D.!

Outside the car, Mitch Costello (Bruiser) has the door in one of his monstrous hands and yanks Del Toro out with the other.

MITCH COSTELLO

You don't treat women that way!

The hero drops the door and pins Del Toro to the car.

MITCH COSTELLO

I didn't want to believe the rumors about you!

A beaten Lauren gets out of the car to witness this.

MITCH COSTELLO (OS)

But now I see they are true…

Suddenly, Veranke in the form of Jessica Drew (Spider-Woman) gets a hold of Lauren.

JESSICA DREW

I'm getting Lauren out of here, Mitch.

As "Jessica Drew" flies away with Lauren, the cops arrive.

JESSICA DREW

Make sure not to kill that scumbag so the police can take him away.

* * *

Flashback: INT. UNKOWN LOCATION – NIGHT

Subtitle: LATER ELSEWHERE…

On a lime green lit platform, surrounded by Skrulls, Jason Del Toro and Lauren finish going through the process of being reverted back into their true Skrull forms.

VERANKE (OS)

You are Skrulls. You are Dajez, my brother, and Ne'liu, his servant.

Veranke, in her true form, kneels beside her brother's hunched over, steaming body.

VERANKE

You are no longer a prince. You are a king.

Two "human" cops revert back to their Skrull form.

VERANKE (OS)

We finally found you.

Veranke helps a recovering Dajez rise.

VERANKE

Your people need you to be a part of fulfilling the prophecy you taught me.

Standing, the siblings face each other, Veranke proudly smiling while Dajez still trying to focus.

DAJEZ

Veranke? Sister?

A tearful Veranke beams with joy.

VERANKE

Yes, brother. It's me. We're on Earth. The time has-

Suddenly, all of Ne'liu and Dajez's memories as humans and Skrulls rush to them, causing them to roar in agony.

VERANKE

Brother! What's the matter?

Ne'liu unleashes a powerful psychic blast that knocks out every Skrull in the room.

NE'LIU

Nooooo!

After the blast, a shivering, tearing Ne'liu looks around and sees that she is the only one conscious.

Panicking, she runs to the exit.

* * *

EXT. UNKOWN LOCATION – NIGHT

She runs far away from the abandon building until Nick Fury and the Secret Warriors find her.

NE'LIU

Nick Fury, please…

As she faints, Fury catches her.

NE'LIU

…help me.

NICK FURY

I knew I couldn't trust Del Toro.

* * *

INT. UNKOWN LOCATION – NIGHT

As the Skrulls recover…

VERANKE

Ne'liu! That mutant abomination!

Veranke turns to some Super-Skrulls.

VERANKE

Find her and-!

DAJEZ (OS)

No, let her go.

They look at Dajez, who is now on his feet.

DAJEZ

I personally will take care of her and all those who have done me wrong on this planet.

VERANKE

But what of the prophecy? The invasion?

DAJEZ

With what I have planned, I'll be doing both at the same time…

Dajez turns to all the Skrulls.

DAJEZ

For the glory!

SKRULLS

For the glory!

The royal siblings exchange smiles.

* * *

Flashback: INT. APOCALYPSE'S SPHINX, EGYPT - DAY

Subtitle: APOCALYPSE'S SPHINX, EGYPT

As Jason Del Toro, Dajez is being pumped with Apocalypse's blood while Ozymandias and Clan Akkaba stand around him.

OZYMANDIAS

The Inner Council has decided that you are worthy of Lord Apocalypse's blood.

They give him a relatively sizeable CLAN AKKABA TATTOO on the back of his neck.

OZYMANDIAS

Hence forth, you are no longer a weak human servant of Clan Akkaba.

Del Toro has an evil smile.

OZYMANDIAS (OS)

You are now a strong mutant member.

* * *

Flashback: EXT. S.H.I.E.L.D. HELICARRIER, 1000 FEET ABOVE MANHATTAN – NIGHT

Subtitle: S.H.I.E.L.D. HELICARRIER, 1000 FEET ABOVE MANHATTAN

MARIA HILL (OS)

So you're a mutant who used to do freelance hacking for Nick Fury?

JASON DEL TORO (OS)

Yes, I had worked closely with him on numerous jobs.

INT. CONFERENCE ROOM, S.H.I.E.L.D. HELICARRIER – NIGHT

MARIA HILL and Del Toro sit across from one another.

MARIA HILL

Are you still in contact with him? Do you know where he is?

JASON DEL TORO

No and no.

MARIA HILL

Then why are you wasting my time? Don't you realize that a superhuman civil war has just started?

JASON DEL TORO

I do. That's why you should know that you have had a team of S.H.I.E.L.D. agents who are not only superpowered and black ops, but they also still work for Fury right under your nose.

MARIA HILL

What proof do you have of this?

Del Toro holds up a disc.

JASON DEL TORO

This a disk full of Fury's classified information on the Exceptionals-that's what they're called, by the way.

Del Toro puts the disk down and passes it to Hill.

JASON DEL TORO

Also on there is a program that I personally created that uncloaks them from your scanners and plain sight.

Hill takes the CD.

MARIA HILL

Why are you doing this?

JASON DEL TORO

Revenge, Director Hill.

EXT. FLIGHT DECK, S.H.I.E.L.D. HELICARRIER – NIGHT

The Exceptionals are disguised via holographic image inducers.

JASON DEL TORO (VO)

I want revenge on the one they call Bruiser.

Suddenly, they are reverted to their true forms when the holographic image inducers are automatically turned off.

PARAGON

Nick, our holographic image inducers have turned themselves off. What's going…

The Exceptionals turn around stunned to see what's before them: Maria Hill leading some of the PRO-REGISTRATION HEROES (Iron Man, Mr. Fantastic, She-Hulk, Ms. Marvel, and Wonder Man) and a small army of CAPEKILLERS before them.

PARAGON

…on?

CRYOS

Oh $#%.

MARIA HILL

Exceptionals, you're agents of S.H.I.E.L.D. If you haven't heard, Nick Fury isn't the acting head of S.H.I.E.L.D. I am.

Paragon and Ms. Marvel exchange stunned looks.

MARIA HILL (OS)

You don't take orders from him anymore.

MARIA HILL

You take orders from me now.

Hill locks eyes with Paragon.

MARIA HILL

You and your soldiers will obey the will of the American people, General.

The Pro-Registration Heroes power-up while the Capekillers cock their tranquilizer guns.

MARIA HILL

As legitimate superheroes, it is now your duty to takedown and to bring in the rebels with us.

Paragon looks at his troops and gets their general feeling.

MARIA HILL

If you refuse, you will be considered enemy combatants and there will be no amnesty for having worked for the fugitive Nick Fury.

They look seriously determined at Hill.

PARAGON

Maria Hill, is it?

Hill frowns.

PARAGON

Go $#% yourself.

Suddenly, the Exceptionals power-up and charge at the enemy, who charges right back.

Hill leaves the scene, looking angry.

INT. CONFERENCE ROOM, S.H.I.E.L.D. HELICARRIER – NIGHT

Del Toro watches Hill and the battle with an evil smile.

JASON DEL TORO

Revenge is the best when-

He reverts back to being a Skrull while his alien computer virus uploads into the S.H.I.E.L.D. mainframe via his CD.

DAJEZ

-you don't see it coming.

He laughs sinisterly.

* * *

Now: INT. EXCEPTIONALS SECRET HEADQUARTERS – DAY

Ne'liu ends her telepathic memory projection in the Exceptionals' minds.

Our heroes are left shaken to the core.

Bruiser runs to the nearby bathroom and hurls in the toilet bowl.

Fury unfolds his arms.

NICK FURY

This is why I tested you.

Speechless, the other Exceptionals look at one another suspiciously.

NICK FURY

I needed to see you were who you were and not alert the enemy in the process.

Fury and Ne'liu notice this.

NE'LIU

Don't worry. None of you have been switched out.

Bruiser comes out of the bathroom, looking sick.

BRUISER

Lucky us…

NE'LIU

Mitch, you and your friends have managed not to be taken by undetectable Skrull infiltrators, who by the way are religious fanatics.

The Exceptionals remain speechless.

NE'LIU

You've become their elusive enemy.

BRUISER

Like I said, "lucky us…"

Suddenly, the Secret Warriors enter and stand by Fury.

NICK FURY

Together, we will be a united force that those #$%#$% never saw coming.

The Exceptionals stand opposite the Secret Warriors.

NICK FURY

Exceptionals, meet the Secret Warriors. Secret Warriors, meet the Exceptionals.

Tight shot of Nick Fury with a sly smile.

NICK FURY

We're all gonna be working together to save the planet.

TO BE CONTINUED


	10. Issue 10

EXCEPTIONALS

Story Arc #3

"Underneath It All"

(A Secret Invasion Tie-In)

Part 2 of 4

written by

Ken Lehman

* * *

ISSUE #10

* * *

EXT. TOKYO, JAPAN - NIGHT

Subtitle: TOKYO, JAPAN - SEVERAL WEEKS AGO

A supernatural light comes out of one apartment's room.

AMATSU-MIKABOSHI (OS)

Do you know what happens to those who fail me?

INT. APARTMENT ROOM, TOKYO – NIGHT

KURO TEPPEN stands fearfully silent before a portal opening that has an angry AMATSU-MIKABOSHI inside.

AMATSU-MIKABOSHI

Do you, Teppen?

KURO TEPPEN

Please give me another chance, Lord Mikaboshi! Please!

Teppen kneels before Mikaboshi.

KURO TEPPEN

I had nearly completed the mission you bestowed upon me! I just need another chance to finish-

AMATSU-MIKABOSHI

Silence!

Teppen goes obediently silent.

AMATSU-MIKABOSHI

I have a new mission for you…

Mikaboshi projects an image of the HOOD before Teppen.

AMATSU-MIKABOSHI

Parker Robbins, alias the Hood, is one of Dormammu's servants.

Teppen studies the projection.

AMATSU-MIKABOSHI

You will join his criminal empire and manipulate him according to my will…

* * *

EXT. FOGGER SHIPPING, NEW YORK – NIGHT

Subtitle: MEANWHILE…

Under a full moon, lies a secluded shipping warehouse.

AMATSU-MIKABOSHI (VO)

…especially in the times to come.

SKRULL PRIEST (OS)

We are gathered here today-

INT. FOGGER SHIPPING, NEW YORK – NIGHT

As Jessica Drew (Spider-Woman), Veranke and other Skrulls, including those posing as Hank Pym and Edwin Jarvis, mourn her brother's death at a funeral lead by a Skrull priest.

SKRULL PRIEST

-to remember a fallen prophet and our king: Dajez.

Tight shot of Veranke remembering her brother's death.

SKRULLS (OS)

He loves him…

* * *

Flashback: EXT. GEFFEN-MEYER CHEMICALS – NIGHT

During Civil War, Genocide unleashes a beam of energy, which crashes down on and vaporizes Jason Del Toro.

From the air, a horrified Spider-Woman (Veranke) sees her brother being blasted.

In a very brief moment only noticed by Veranke, Del Toro reverts back to Dajez before being completely vaporized.

* * *

INT. FOGGER SHIPPING, NEW YORK – NIGHT

Tears roll down Veranke's face.

SKRULL PRIEST

Although he's no longer with us, Dajez will continue to guide us in our scared mission from the afterlife.

The Edwin Jarvis Skrull comes to comfort Veranke.

EDWIN JARVIS SKRULL

Is there anything I could do for you, my queen?

Veranke turns to him, giving him a disk.

JESSICA DREW (VERANKE)

Finish what my brother started.

The Jarvis Skrull dutifully takes the disk.

EDWIN JARVIS SKRULL

It shall be done, your majesty.

* * *

Flashback: EXT. APOCALYPSE'S SPHINX, EGYPT - DAY

Subtitle: APOCALYPSE'S SPHINX, EGYPT - SEVERAL DAYS AGO

Among the hot sand dunes lies Genocide's home and headquarters.

INT. APOCALYPSE'S SPHINX, EGYPT - DAY

Genocide sits in his throne, bitterly remembering the past.

INT. APOCALYPSE'S SPHINX – EARTH ORBIT

Genocide unleashes energy beams at the members of Clan Akkaba.

Before they completely disintegrate, they revert to their true Skrull forms.

As they finally disintegrate into oblivion, Genocide is left speechless to what he just saw.

INT. APOCALYPSE'S SPHINX, EGYPT – DAY

Angry, Genocide's eyes burn with energy.

* * *

EXT. THE RAFT – DAY

Subtitle: THE RAFT, RYKER'S MAXIMUM-MAXIMUM SECUIRTY INSTALLATION - NOW

On an island off the coast of Ryker's is the prison for superhuman criminals.

CAPEKILLER #2 (OS)

Hey, these inmates look familiar…

INT. SUB-BASEMENT ONE, THE RAFT – DAY

Two Capekillers check on the prisoners Brawler, Revenant, Wildfire, Ecstasy, Mirror, Smoke, Terrain, Rapid, Brutality, Flood, and Malware in their cells.

CAPEKILLER #1

They should. They're the Exceptionals' supervillains.

CAPEKILLER #2

The Exceptionals?

Capekiller 2 turns to 1.

CAPEKILLER #2

Wait, aren't they the black operatives who defected from S.H.I.E.L.D. during the superhuman civil war?

Capekiller 1 faces 2.

CAPEKILLER #1

Yup and these are their supervillains who served in the Thunderbolts Army to counter their involvement.

The Capekillers look back at villains in their cells.

CAPEKILLER #2

They don't look so tough-

Suddenly, the alien virus that the Dajez and the Skrull Edwin Jarvis uploaded takes effect, *having every place that has Stark Tech, including the Raft, go offline with a warning of ALIEN VIRUS DETECTED (*_see Secret Invasion #1_).

*The Raft's power is out and the whole prison is on red alert (*_see Secret Invasion #1_).

CAPEKILLER #2

-to me…

The Exceptionals' supervillains come out of their cells, looking murderous, and surround the two Capekillers.

CAPEKILLER #2

Command deck! This is sub-basement one!

The truly and gravely mentally ill Malware steps forward with one personality…

MALWARE

Whud was dat you sayin' 'bout us not lookin' so tough?

CAPEKILLER #2

We have a real situation here!

…then another personality…

MALWARE

Gentlemen and lady, I believe we should teach this rude individual some manners.

…and then back to the first personality.

MALWARE

Dat means kill the mother#$%ers!

CAPEKILLER #2

Hurry!

* * *

INT. S.H.I.E.L.D. SAFEHOUSE #49 – DAY

Subtitle: MEANWHILE ELSEWHERE…

While Stealth is interfaced with S.H.I.E.L.D.'s mainframe, the other Exceptionals, Ne'liu, Nick Fury, and the Secret Warriors monitor *all the chaos the Skrulls caused (*_see Secret Invasion #1_):

*A SKRULL SHIP that headed towards Earth earlier.

NE'LIU

That was a Skrull transport ship.

STEALTH

It seems to have landed in the Savage Land. Both teams of Avengers are there now.

*THE PEAK (S.W.O.R.D. headquarters that orbits Earth) is blowing up.

REQUIEM

Dear God! That was the Peak! S.W.O.R.D. headquarters!

*The SKRULL VIRUS is crippling various places where STARK TECH is used.

STEALTH

I'm detecting an alien virus rapidly spreading throughout all installations using Stark Industries technology.

QUAKE

Stealth! Stop interfacing with S.H.I.E.L.D.'s mainframe now!

STEALTH

I'll be fine, Quake, I'm not Stark Industries technology. But I thank you for your concern.

*Explosion at THUNDERBOLTS MOUNTAIN.

GRAVITON

Something just hit Thunderbolts Mountain!

ESSENCE

Or someone…

*Maria Hill's S.H.I.E.L.D. HELICARRIER is going down.

CRYOS

That's Hill's S.H.I.E.L.D. helicarrier going down!

*THE BAXTER BUILDING is being torn up by a portal to the Negative Zone.

STONEWALL

What's going on with the Baxter Building?

STEALTH

The Negative Zone has been breached.

Suddenly, all the monitors switch to space where a *SKRULL ARMADA approaches Earth.

NE'LIU

That's a full Skrull war armada.

STEALTH

It looks like the rest of Earth's systems that I'm interfaced with are about to go-

Suddenly, all the monitors go to static.

STEALTH

-offline…

Ne'liu notices Bruiser depressed and silent.

NICK FURY

That's our cue to move out, troops.

As the others get ready, Ne'liu goes up to Bruiser.

NE'LIU

I got you into this mess, I'm gonna get you out.

Looking at Ne'liu sympathetically, Bruiser breaks his silence and says-

BRUISER

You didn't get me "into this mess."

The giant Bruiser kneels down in front of Ne'liu.

BRUISER

"This mess" got the both of us.

Bruiser gently caresses Ne'liu's face.

BRUISER

And together, we'll get out of it.

Ne'liu lunges at Bruiser, embracing him with a kiss.

Bruiser embraces and kisses back.

* * *

EXT. APOCALYPSE'S SPHINX, EGYPT - DAY

Subtitle: APOCALYPSE'S SPHINX, EGYPT

Skrull ships attack Genocide's base but to no avail since its forcefield is up.

Genocide leads X-Cell and his cybernetic Dark Riders to confront the approaching Skrull ground forces.

KAR'KE (OS)

Genocide!

The HORSEMEN SUPER-SKRULLS (their powers and looks are various combinations of past Horsemen of Apocalypse) stand before Genocide's forces. They are led by the KAR'KE, who has the combination of Archangel, Caliban, Wolverine, and Gambit's Horseman of Death looks and powers.

Subtitle: KAR'KE AND THE HORSEMEN SUPER-SKRULLS

KAR'KE

Queen Veranke has personally selected us to avenge the murder of her brother King Dajez. You would remember him in his human form…

Tight shot of an angry Genocide radiating energy.

KAR'KE (OS)

Jason Del Toro.

KAR'KE

What say you, murderer?

GENOCIDE

I killed him because he was not fit to survive.

The Skrulls look angry.

GENOCIDE (OS)

He was weak and corrupt…

Powered up, Genocide leads X-Cell and the Dark Riders in the charge against the Horsemen Super-Skrulls.

GENOCIDE

…just like the rest of you!

* * *

EXT. THE RAFT – DAY

Subtitle: THE RAFT

Brawler, Revenant, Wildfire, Ecstasy, Mirror, Smoke, Terrain, Rapid, Brutality, *Flood (*_who is covered from head to toe since being a vampire_), and Malware make it to the roof of the prison…

ECSTASY

Freedom, boys!

FLOOD

Not for all of us…

RAPID

Don't worry, Flood, we'll get your vampire-$$ some SPF one-

…but notice the Skrull invasion occurring.

RAPID

-thousand…

BRUTALITY

What's going on?

REVENANT

Invasion.

TERRAIN

Invasion? Who are we being invaded by?

REVENANT

I don't know. My demonic powers can't detect who.

Suddenly, a body is blasted out of Ryker's by an energy beam of white light…

MALWARE

Holy #$%, someone just got blasted outta Ryker's!

…and heads towards the villains.

SMOKE

Looks like a prisoner…

They back up as the steaming corpse impacts the roof hard.

MIRROR

Incoming!

The villains approach the impacted body.

BRAWLER

Wait a minute…

They turn the body over, revealing a dead COREY LAO.

BRAWLER

That's Chris Chang!

Brawler looks up…

BRAWLER

He was a part of my gang.

…and notices LIGHTWAVE flying from Ryker's with a trail of white light behind her, heading towards the Raft.

LIGHTWAVE

Poor naïve Sly.

ECSTASY

It's Lightwave! Kill the bitch!

BRAWLER

No!

"Lightwave" lands before the villains, looking sinister and with blood stains all over her.

LIGHTWAVE

His name wasn't "Chris Chang," it was "Corey Lao."

While Brawler is speechless, the other villains are baffled.

LIGHTWAVE (OS)

"Agent of S.H.I.E.L.D."

LIGHTWAVE

He secretly infiltrated your life…

Suddenly, she reverts to her true Skrull form: KR'VIS-a female Super-Skrull with Lightwave's power set but also superhuman physical attributes, teleportation, "organic steel" transformation, and psionic weapon formation.

Subtitle: KR'VIS

KR'VIS

…just like I did with all of yours.

BRUTALITY

What the #$% is that?

REVENANT

A Skrull.

TERRAIN

A what?

REVENANT

A shapeshifting alien…but one I couldn't detect.

WILDFIRE

That's because…

The villains look behind them, noticing "Wildfire" reverting to his true Skrull form: KE'MAR-a male Super-Skrull with Wildfire's power set but also superhuman physical attributes, "organic steel" transformation, teleportation, and psionic weapon formation.

Subtitle: KE'MAR

KE'MAR

…we're not your average Skrulls.

ECSTASY

Wildfire…?

Both Super-Skrulls attack the villains.

KE'MAR & KR'VIS

For the glory!

* * *

EXT. BROOKLYN, NEW YORK – DAY

Subtitle: BROOKLYN

While the Skrull invasion continues, Kuro Teppen heads for the Hood's hideout.

INT. THE HOOD'S HIDEOUT, BROOKLYN, NEW YORK - DAY

Teppen enters the living room where the Hood (with his hood down), WIZARD, MADAME MASQUE, THE BLOOD BROTHERS, CHEMISTRO, and BULLDOZER watch live coverage of the invasion on television.

HOOD

How did it go, Teppen?

KURO TEPPEN

I found them. They are fighting the Skrulls as we speak. The next step is to bring them in.

WIZARD

You're doing a recruitment drive while we're being invaded by hostile aliens?

KURO TEPPEN

There is never a better time to expand your army than during a war with a common enemy.

MADAME MASQUE

Who are these "new recruits" anyway?

EXT. THE RAFT – DAY

The Exceptionals' supervillains battle the Super-Skrulls.

KURO TEPPEN (VO)

They are young talent with a lot of potential.

INT. THE HOOD'S HIDEOUT, BROOKLYN, NEW YORK - DAY

An arrogant smile appears on Teppen's face.

KURO TEPPEN

And with my guidance, they can fulfill that potential.

* * *

EXT. TIMES SQUARE, MANHATTAN – DAY

Subtitle: TIMES SQUARE, MANHATTAN

While Skrull ships are in the sky, Super-Skrull ground forces take on the *Young Avengers (*_see Secret Invasion #2-3_) and the *Initiative (*_see Secret Invasion #3_).

*Led by Nick Fury, the Secret Warriors arrive (*_see Secret Invasion #3_).

NICK FURY

Okay, commandos! Let's turn this thing around!

Led by Paragon and including Ne'liu in her human form with big high tech guns, the Exceptionals arrive.

PARAGON

Troops! Move out!

Both teams aid the *Young Avengers and Initiative in battling the Super-Skrulls (*_see Secret Invasion #3_).

GAUNTLET

Not the cavalry I was expecting, but I'll take it!

Even amongst the superpowered mayhem, Cryos notices the sudden appearance of DAN SULLIVAN.

CRYOS

Dan…?

"Dan" looks at Ne'liu, reverting to his true Skrull form: HED'AX-a behemoth Super-Skrull with the combination of powers and looks of the Hulk, Cyclops, and Electro.

Subtitle: HED'AX

HED'AX

Ne'liu!

Ne'liu looks at the Hed'ax angrily.

HED'AX (OS)

Queen Veranke has declared you a traitor to the Skrull Empire!

Hed'ax's eyes radiate energy and body radiates electricity.

HED'AX

The sentence for your crimes…

Hed'ax unleashes a powerful optic blast at Ne'liu…

HED'AX

Death!

…that hits her streaming energy she just fired from her gun, causing a tug of war effect.

Even in the midst of their own battles, the other Exceptionals notice this battle, especially Bruiser.

BRUISER

Ne'liu, hang on! I'm-

Suddenly, Cryos screams as he is overwhelmed by his SECONDARY MUTATION and manifests multiple new powers.

ESSENCE

Ken!

By reflex, he lunges at a surprised Hed'ax while turning into a cryogenic gas.

He freezes the Skrull to absolute zero as an engulfing gas.

As Cryos reconstitutes his body as a solid behind Hed'ax, the Skrull explodes into multiple frozen blood crystals from the impact of Ne'liu's shot.

Even in the midst of battle, time seems to stop and the other Exceptionals, especially Essence, look at Cryos with utter astonishment.

ESSENCE

Ken?

Baffled yet intrigued, Cryos is left squatting and looking at his hands changing from a gas back into a solid.

CRYOS

I feel different. I feel more…powerful.

As Cryos stands up, he reflexively transforms into an organic ice form (like Iceman).

CRYOS

Secondary mutation.

The other Exceptionals are speechless.

TO BE CONTINUED


	11. Issue 11

EXCEPTIONALS

Story Arc #3

"Underneath It All"

(A Secret Invasion Tie-In)

Part 3 of 4

written by

Ken Lehman

* * *

ISSUE #11

NOTE: The following issue takes place during _Secret Invasion #4-5 and Ms. Marvel (2__nd__ series) #28_.

* * *

EXT. TIMES SQUARE, MANHATTAN – DAY

Subtitle: TIMES SQUARE, MANHATTAN

Even in the midst of battle with the Skrulls, time seems to stop and the other Exceptionals look at Cryos with utter astonishment.

CRYOS (VO)

Not long after my mutant powers manifested, I became a student at the Xavier Institute. There, I became friends with Bruiser, Lightwave, and Wildfire. We were taught everything about our kind…

Baffled yet intrigued, Cryos is left squatting and looking at his hands changing from a gas back into a solid.

CRYOS (VO)

…including SECONDARY MUTATION, when we mutants suddenly develop new or vastly expanded powers.

The other Exceptionals, especially Essence, are speechless.

CRYOS (VO)

No one knows for sure why or how it happens.

As Cryos stands up, he reflexively transforms into an organic ice form (like Iceman).

CRYOS (VO)

But it just happened to me…

Suddenly, the Super-Skrulls take the Exceptionals by surprise and blast MS. MARVEL, who just recently arrived, with various superpowers.

CRYOS (VO)

…during the Skrull's all out invasion of Earth.

As Ms. Marvel crash lands from being blasted, the Exceptionals try to regain lost ground.

PARAGON

Hold your ground, Exceptionals! Hold your ground!

As she recovers, Ms. Marvel finds herself among the Secret Warriors' battle with the Super-Skrulls.

MS. MARVEL

Nick Fury?

NICK FURY

Let's not dally, commandos! Do what we came here to do!

She notices the Exceptionals retake the Super-Skrulls.

MS. MARVEL

Curtis?

PARAGON

Now take 'em down!

Ms. Marvel fully recovers and springs into action, aiding Earth's heroes.

MS. MARVEL

Not sure you Skrulls brought enough-Ha!

Paragon notices Ms. Marvel in the battle.

PARAGON

Carol?

Fury aims his gun at Ms. Marvel.

NICK FURY

I'll take this one.

Paragon notices Fury aiming his gun at Ms. Marvel.

PARAGON

Nick! Don't! It's Carol!

NICK FURY

She's a Skrull, Curtis.

PARAGON

You don't know that!

NICK FURY

I'm not willing to take the risk.

Fury blasts Ms. Marvel, hurling her into the Skrulls.

PARAGON

No!

Unyielding, Fury lifts his gun up after discharging it.

STONEWALL

But-

NICK FURY

Skrull's a skrull. Quake, cover our exit.

Quake uses her powers, causing an earthquake while Fury activates a portal.

Fury notices Paragon looking at him bitterly.

NICK FURY

Curtis, if you and your troops want to stay behind to make sure Danvers isn't a Skrull, then be my guest.

The Secret Warriors, Young Avengers, and Initiative enter the portal.

NICK FURY

In the meantime, I'm getting our people, most of who are injured or dying, out of here.

After Fury enters the portal, it instantly closes, leaving only his last words behind…

NICK FURY

You have thirty minutes.

…and Ms. Marvel and the Exceptionals to fend for themselves against the swarming Super-Skrulls.

* * *

EXT. BROOKLYN, NEW YORK – DAY

Subtitle: BROOKLYN

While the Skrull invasion continues, JOHN KING heads for the Hood's hideout.

INT. THE HOOD'S HIDEOUT, BROOKLYN, NEW YORK - DAY

King enters the living room where the Hood (with his hood down), Kuro Teppen, Wizard, Madame Masque, the Blood Brothers, Chemistro, and Bulldozer watch live coverage of the invasion on television.

JOHN KING

Whadda we do, Hood?

Hood and Teppen exchange looks.

HOOD

Get everyone. Everyone we can get.

Teppen nods in agreement.

WIZARD

It's not our fight! Let the heroes and the aliens all kill each other.

The Hood puts his hood up and leads the villains out.

HOOD

No more Earth is bad for business, yes?

Teppen shuts the lights, leaving Wizard in the dark.

WIZARD

Well, uh, yeah.

Teppen follows the others heading out with a growing arrogant smile.

HOOD (OS)

Get everyone.

* * *

EXT. APOCALYPSE'S SPHINX, EGYPT – DAY

Subtitle: APOCALYPSE'S SPHINX, EGYPT

While X-Cell and the Dark Riders battle the other Horsemen Super-Skrulls on the ground, Genocide battles Kar'ke in the air.

KAR'KE

King Dajez played you…

Kar'ke fires wing fletchettes from his bio-metallic wings at Genocide.

KAR'KE

He took Clan Akkaba and destroyed it from the inside out.

The fletchettes are disintegrated on impact with Genocide's spherical forcefield.

KAR'KE

He then had all its members replaced with our people right under your nose.

Kar'ke changes the air in Genocide's forcefield into a noxious and lethal gas.

KAR'KE

You were right not to trust them…but not for the reasons you had originally thought.

Although Genocide stops generating the forcefield and flies away from the gas, he is still sickened by it.

KAR'KE

You then tried to throw them and your enemies off from knowing your real plan of restoring that "House of M" reality.

Ill, Genocide flies away from the gas to get fresh air…

KAR'KE

You failed because Queen Veranke was watching you and everything you did.

…but Kar'ke pursues with unsheathed adamantium claws.

KAR'KE

But you see: you were destined to fail anyway…

Kar'ke slices at Genocide's armor wildly.

KAR'KE

…because ultimately, we "played all of you like…"

Kar'ke absorbs Genocide's fear and other negative emotions…

KAR'KE

What's that phrase you Earthlings would use?

…and uses them to increase his strength to slice through Genocide's armor, fatally wounding him.

KAR'KE

Oh, yes!

Kar'ke grins sinisterly.

KAR'KE

"…like a fiddle!"

Genocide falls from flight and impacts the sand dunes below hard, leaving Kar'ke in the air laughing victoriously.

* * *

EXT. TIMES SQUARE, MANHATTAN – DAY

Ms. Marvel is pinned to the ground by a dozen Skrull hands and her eyes look up at them wide with fear.

PARAGON (OS)

Fight on!

She watches as the Exceptionals battle dozens of super-powered Skrull warriors coming from downtown Manhattan. Smoke rises from the remnants of cars and buildings as the Skrull forces surge forward to take our heroes.

PARAGON

Fight on!

Ms. Marvel pushing the Skrulls off of her with her superhuman strength and rising to her feet.

PARAGON (OS)

Fight on!

Ms. Marvel lashes out at the Skrulls with her energy powers.

MS. MARVEL

Thanks, Curtis…for everything.

PARAGON

You're welcome, Carol.

She joins the Exceptionals in taking down the Skrulls.

PARAGON

Now let's take as many of these damn aliens as we can!

MS. MARVEL

You read my mind.

* * *

EXT. THE RAFT – DAY

As the Exceptionals' villains battle Super-Skrulls Ke'mar and Kr'vis, more Super-Skrulls arrive and swarm them.

ECSTASY

They're #$%in' surrounding us! What do we do?

A mystical portal opens and Kuro Teppen comes rushing out of it, catching some of the Super-Skrulls off guard and slaying them with his katana.

KURO TEPPEN

First off, remain calm.

Teppen skillfully kills some of the Super-Skrulls who are now on guard.

KURO TEPPEN

Second, do what you do best: kill without remorse.

Ke'mar and Kr'vis, who transformed their bodies into "organic steel" (like the X-Men's Colossus) and focused their mental energies into psionic katanas (like the X-Men's Psylocke), turn their attention on Teppen and attack him at the same time.

ECSTASY

(_laughs insanely_) You're right! …Who are you?

KURO TEPPEN

My name is Kuro Teppen-

He extraordinarily holds his own in battling both of them, even when Ke'mar also forms a fire-sword (Wildfire) and Kr'vis also forms a light-sword (Lightwave).

KURO TEPPEN

-and I come on behalf of the Hood.

Even in the midst of killing Super-Skrulls, the other villains are in awe of what Teppen just said.

KURO TEPPEN (OS)

He wants all of you to join his organization.

* * *

EXT. APOCALYPSE'S SPHINX, EGYPT – DAY

In the air, Kar'ke zooms towards the seemingly defeated Genocide down below with a POWER-SWORD (what Wolverine wielded when he was Death) held out in front of him.

KAR'KE

For the glory!

Fully healed, Genocide stops playing possum and teleports out of sight, catching the Skrull off guard.

KAR'KE

What?

Kar'ke stops in mid-flight and becomes vigilant.

KAR'KE

It seems I have underestimated you, Genocide. You are more resourceful than I was told.

As Kar'ke gains altitude in the air, Genocide suddenly teleports behind him, fiercely radiating energy.

KAR'KE

But then again, I am going by the intelligence King Dajez gathered on you.

Knowing that Genocide is now behind him, Kar'ke quickly turns around with an energized slash of his power-sword…

KAR'KE

He said he knew everything about you!

…only for the sword to be single-handedly caught by Genocide.

GENOCIDE

Is that a fact…?

Genocide drains the sword's energy…

KAR'KE

What are you doing?

…and uses it as a conductor of his disintegration energy, channeling it into Kar'ke, violently disintegrating him…

GENOCIDE

You mean, you do not know?

…until he is totally disintegrated.

GENOCIDE

I am reaping the weak from the strong…

On the ground, Genocide is left alone and surveying his forces stilling battling the other Super-Skrulls.

GENOCIDE

…as I have done for millennia.

Fed up, Genocide explodes a massive wave of energy at the combatants, seemingly disintegrating all of them.

GENOCIDE

Only the strong shall survive!

But in actuality, Genocide's forces are still standing and the Super-Skrull Horsemen have been disintegrated.

MARROW

What just happened?

The members of X-Cell look at their leader with awe.

GENOCIDE

The Skrulls harness energy just like any other being. With just battling one of them, I attuned my powers to their energy signature and unleashed an engulfing force that disintegrates only them.

CALLISTO

Looks like it took a lot out of you, though.

GENOCIDE

I will recover, Callisto…

Genocide looks back at them exhausted yet determined.

GENOCIDE

…and we will finish what was started here.

* * *

EXT. TIMES SQUARE, MANHATTAN – DAY

While Ms. Marvel moves forward to attack one Super-Skrull, the Exceptionals continue to takeout the others.

Bruiser notices M'KLEM (a Super-Skrull with the combined powers and looks of Bullseye, Domino, Sabertooth, and Atlas) holding a Skrull sniper rifle aimed at Ne'liu.

Subtitle: M'KLEM

M'KLEM

He loves even you…

BRUISER

Ne'liu!

But at the last possible moment, the Super-Skrull shapeshifts into a small girl while M'klem shoots Lauren with a kill-shot.

BRUISER

No!

Reverted back into her true Skrull form, Ne'liu lies dead in Bruiser's arms while they are teleported from battle with the other Exceptionals…

BRUISER

No!

* * *

INT. COVERT S.H.I.E.L.D. BASE – DAY

Subtitle: ELSEWHERE…

…to a secret base where Nick Fury, the Secret Warriors, the Young Avengers, and the remaining members of the Initiative finish witness the tragedy before them: Body slumped and on his knees, Bruiser holds the dead Ne'liu in his arms.

BRUISER

Ne'liu… No.

All our heroes mourn the loss.

NICK FURY

Bruiser, I-

Suddenly, Bruiser's head snaps up with a look of rage.

BRUISER

Shut up, Fury!

Everyone is speechless by Bruiser's emotional outburst.

BRUISER

You don't get to #$%in' justify this!

Bruiser rises to his feet with Ne'liu still in his arms.

BRUISER

I've had it with you and your bull$#%.

Bruiser walks away with Ne'liu in his arms.

BRUISER

I'm done.

PARAGON

You're not leaving us in the middle of a war.

Bruiser stops walking.

PARAGON

That's an order, soldier.

Bruiser looks over his shoulder at Paragon, who sternly approaches him.

PARAGON

Look, I know you're grieving, Mitch…

Bruiser turns around and fully faces Paragon, who stands right before the hulking giant.

PARAGON

…but damn it, if you walk away now, then they win…

The two look at the lifeless Ne'liu.

PARAGON

…and Ne'liu would have died in vain.

Tears roll down Bruiser's face.

PARAGON

I vow to you that we will avenge her.

He looks right at the other Exceptionals, who remain sadly silent.

PARAGON

And once all is said and done, if you still want to leave, then go right ahead.

Bruiser exchanges sad looks with Cryos, who reverts from his ice form to his human form.

PARAGON (OS)

No one will stop you.

* * *

EXT. THE RAFT – DAY

As Teppen unleashes a magic blast that knocks back Ke'mar and Kr'vis, the other supervillains finish killing the other Super-Skrulls and turn their attention to Teppen.

KURO TEPPEN

Rapid, create a cyclone around these Skrulls!

Rapid runs around Kr'vis and Ke'mar at super-speed, creating a cyclone that sucks them up in its vortex.

KURO TEPPEN

Revenant, spear them with your demonic entities so they revert to their flesh form!

While they are spinning in the cyclone, Revenant impales Kr'vis and Ke'mar with his living metal snake-like entities, forcing them to revert from their "organic steel" form.

KURO TEPPEN

Ecstasy, use your pheromones to cloud the male's mind and send him into the ground!

Ecstasy leaps into the air with radiating pheromones and a roundhouse kick that sends Ke'mar crashing into the roof.

KURO TEPPEN

Brawler, now send the female into the ground!

Brawler leaps into the air with a punch that sends Kr'vis also crashing into the roof.

KURO TEPPEN

Smoke, blind them!

As they try to get up, Smoke surrounds them as a billowing cloud of smoke…

KURO TEPPEN

Terrain, use your earth manipulation powers to encase their feet with rock!

…and Terrain manipulates the ground to encase their feet.

KURO TEPPEN

Smoke, disperse and let your brother Mirror at them!

As the smoke disappears, Mirror impales them with multiple glass shards shot from his body.

KURO TEPPEN

Brutality, inflect more damage!

Brutality violently rips them from their encasing and smashes both their heads into the ground.

KURO TEPPEN

Flood, Malware-end them!

Flood and Malware yank them back to their feet and twist their heads, snapping their necks.

As the Skrulls drop dead, Teppen decapitates them.

KURO TEPPEN

And just to make sure…

A moment of silence falls on the villains until-

MALWARE

Ya serious 'bout dat offer ta join up wit' da Hood's crew?

Teppen cleans his katana of Skrull blood.

MALWARE

Because that sounds like a brilliant idea.

KURO TEPPEN

Yes, I am. But he had said, "No more Earth is bad for business." I think we all can agree with that…

The other villains look in agreement.

KURO TEPPEN

The Hood needs everyone he can to take out these alien invaders. So do not be surprised if he decides to do a temporary truce with the heroes and to fight alongside them in order to get the job done.

They pay attention at Teppen as he sheathes his sword.

KURO TEPPEN

And if you all help out, work together nicely, and follow orders just like you did, he will let you in his crime syndicate no questions asked.

Suddenly, Teppen magically opens a portal behind him.

KURO TEPPEN

What is it going to be, lady and gentlemen? In or out?

The ten villains look at one another in agreement.

ECSTASY

Yeah, we're in. But one question: What about the Exceptionals? I mean, once this all over…

KURO TEPPEN

My dear, when the time comes, we will deal with them and anyone else who gets in our way permanently.

The ten villains look at Teppen with evil smiles.

KURO TEPPEN

And I assure you all: We will not be repeating the mistakes of the past. Things will be different.

TO BE CONTINUED


	12. Issue 12

EXCEPTIONALS

Story Arc #3

"Underneath It All"

(A Secret Invasion Tie-In)

Part 4 of 4

written by

Ken Lehman

* * *

ISSUE #12

NOTE: The following issue takes place during _Secret Invasion #6-8_.

* * *

EXT. MANHATTAN – DAY

The Exceptionals, Nick Fury and the Secret Warriors, the Young Avengers, and what's left of the Initiative return to the city to go another round with the Skrulls.

Subtitle: THE EXCEPTIONALS, NICK FURY AND THE SECRET WARRIORS, AND THE YOUNG AVENGERS (AND WHAT'S LEFT OF THE INITIATIVE)

NICK FURY

Go, go, go!

Bruiser spots Ne'liu's killer, M'KLEM.

BRUISER

You.

An enraged Bruiser charges at the Super-Skrull assassin, forcefully knocking away any other Super-Skrull in his path.

BRUISER

Murderer!

The other Exceptionals go after Bruiser.

PARAGON

Stay on Bruiser! Don't lose sight of him!

But along the way, they are forced to take on Super-Skrulls who are going after him.

GRAVITON

Easier said than done!

M'klem grows to sixty-feet tall and Bruiser powerfully leaps into the air to take on the now giant Super-Skrull.

GRAVITON

Then again, maybe not…

While our heroes battle the Skrulls, the Hood's Crime Syndicate, which now includes Kuro Teppen, Brawler, Smoke, Mirror, Ecstasy, Brutality, Rapid, Flood, Malware, Revenant, and Terrain, survey the battle.

Subtitle: THE HOOD'S CRIME SYNDICATE

BRAWLER

Damn, I've never seen him so angry.

Curious, Kuro Teppen turns to Sylvester.

KURO TEPPEN

Concerned about your brother, Brawler?

Defensive, Sylvester turns to Teppen.

BRAWLER

No, of course not.

KURO TEPPEN

You are lying.

BRAWLER

Back off, Teppen.

Suddenly, Teppen takes on a more oni appearance.

KURO TEPPEN

You forget who you are talking to, boy!

Sylvester looks fearful.

Back to the streets below, Bruiser brings M'klem to his knees by throwing two cars at his kneecaps.

BRUISER

You killed Ne'liu!

Bruiser grabs a steel beam and repeatedly beats the Skrull.

BRUISER

And for what? For nothing!

M'klem's wounds quickly heal…

M'KLEM

Not "for nothing," for the glory.

…and the giant Super-Skrull quickly grabs Bruiser.

M'KLEM

Her death was meant to be. It was written.

With Bruiser in his tight grasp, M'klem gets to his feet.

M'KLEM

But he loves her. And he loves y-

Suddenly, Cryos (in his ice form) freezes the Skrull from the inside out, including its bodily fluids and blood.

CRYOS

Let's see what else I can do with my new powers…

Bruiser explodes from the Skrull's grip, shattering its frozen hand with a fierce roar.

He lands on his feet, creating a massive impact in the ground that sends some of the other Skrulls flying.

BRUISER

#$%in' Skrulls!

The behemoth picks up the steel beam he used before.

BRUISER

Do you know how much you #$%ed up my life?

But before Bruiser can use it, THOR strikes M'klem with lightning, shattering the frozen giant Skrull to pieces.

CRYOS

God, I hope that's the real deal and not the clone.

The other Exceptionals join Bruiser and Cryos.

PARAGON

Forward, troops, tight formation.

The Exceptionals follow Nick Fury and the Secret Warriors, the Young Avengers, and the Initiative heading for Thor, who continues to strike the ground with his hammer and lightning, summoning everyone to battle, including both Avengers teams, Mister Fantastic, and Abigail Brand.

Lightning strikes near by the Exceptionals and they are suddenly joined by Genocide, Callisto, Marrow, Fatale, Reaper, and Abyss.

Subtitle: GENOCIDE AND X-CELL

GENOCIDE

Exceptionals-the enemy of my enemy is my friend.

PARAGON

I guess so, Genocide. I guess so.

* * *

EXT. CENTRAL PARK, MANHATTAN- DAY

Subtitle: CENTRAL PARK

Skrull Spider-Woman (Veranke), Skrull Hank Pym (Criti Noll), and all the other Super-Skrulls gather on the battlefield.

ESSENCE (OS)

Hank Pym?

Opposing them are Earth's heroes and villains.

ESSENCE

He's a Skrull, too?

KURO TEPPEN (OS)

Yes. In fact…

The Exceptionals, especially Essence, are stunned by the sight of Kuro Teppen (still alive) and backed by Smoke, Mirror, Ecstasy, Brutality, Rapid, Flood, Malware, Revenant, Terrain, and a now reluctant Brawler.

KURO TEPPEN

"Spider-Woman" is actually the Skrull queen.

Teppen arrogantly looks at Essence.

KURO TEPPEN

But all of you probably already know that.

Essence lunges for Teppen…

ESSENCE

Murderer!

…but is restrained by her teammates.

ESSENCE

Why won't you stay dead?

KURO TEPPEN

My master will not allow it.

GENOCIDE

Enough of this! We have a more urgent matter at hand!

PARAGON

I agree. We face a common enemy.

The Exceptionals and their supervillains glare at Veranke and the Skrulls.

PARAGON

That means we're going to have to put our differences aside for now.

VERANKE

We are here to save you.

The Exceptionals focus their glare on Veranke.

VERANKE

We are here to change you.

The Exceptionals' rogues focus their glare on Veranke.

VERANKE

And we're here because it spite of all you've done to our empire…

VERANKE

He loves you.

SPIDER-MAN

Uh… He who?

VERANKE

God.

NICK FURY

Yeah? Well, my god has a hammer!

IRON MAN

Right… Avengers!

Earth's heroes and villains charge at the Skrulls.

IRON MAN

Assemble!

Earth's heroes and villains collided with the charging Skrulls.

Both sides battle it out in all out superpowered mayhem.

VERANKE

The target is Richards! He dies for the empire.

CRITI NOLL

If he had been taken out earlier…this battle wouldn't even be happening.

VERANKE

If not for him, we wouldn't have gotten this far. It's all meant to be. Fight or do not.

Even in the superpowered mayhem, Veranke spots Genocide.

VERANKE

My brother's murderer is still alive!

CRITI NOLL

It seems the Horsemen Super-Skrulls failed.

VERANKE

Two targets now! Richards and Genocide!

In the air, Paragon and Iron Man kill some of the Super-Skrulls together while Graviton kills others.

IRON MAN

Paragon! Good to be on the same side…for a change.

PARAGON

Still want to arrest me and my soldiers, Stark?

IRON MAN

Not anymore. You help me win this and I'll wipe the slate clean and give all of you complete autonomy.

PARAGON

Do you honestly think that you'll still be Director of S.H.I.E.L.D. after all of this?

On the ground, the Costello brothers kill some of the Super-Skrulls together while Stealth kills some others.

BRAWLER

I know you saw me among the Hood's crew, but you gotta know I'm bailing on them as soon as this is over.

BRUISER

Do whatever you want. It's your life.

BRAWLER

Damn it, Mitch! Did you hear what I just said?

BRUISER

Yeah, Sly, I did. And frankly, I don't care anymore.

BRAWLER

What's wrong with you? You act like someone died!

BRUISER

Someone did die.

BRAWLER

What the #$% are you talking about?

BRUISER

The girl I loved.

As Criti Noll giants up, Requiem and Essence kill some of the Super-Skrulls together while Cryos kills others.

ESSENCE

What's your reading on Teppen?

REQUIEM

Definitely demonic magic. Who his "master" is still…

Bullseye hits Criti Noll's right eye with rockets.

The three heroes run away from the falling giant Skrull.

CRYOS

Girls, move!

Safe, the three look back at the fallen Skrull.

REQUIEM

…a mystery.

Iron Man leaves the battle because of his failing armor.

PARAGON

Where's he going?

THOR

His armor is failing, noble Paragon.

A bunch of Skrulls in the form of the Invisible Woman gang up on Mister Fantastic…

SKURLL APOCALYPSE (OS)

Genocide!

…while a bunch of Skrulls in the form of Apocalypse, Clan Akkaba, and X-Cell gang up on Genocide.

SKURLL APOCALYPSE

You failed me, son! You are weak! You are corrupt!

SKRULL CLAN AKKABA

You killed us! We were nothing but loyal to you!

SKRULL X-CELL

You promised us retribution! You promised us paradise!

The Secret Warriors save Mister Fantastic while the real members of X-Cell save Genocide.

MARROW

The X-Cell Skrulls are right, y'know…

GENOCIDE

Now is not the time, Marrow!

Wolverine takes on Veranke while Smoke, Mirror, Ecstasy, Brutality, Rapid, Flood, Malware, Revenant, and Terrain kill Skrulls.

ECSTASY

If I knew Del Toro was one of these things, I would've killed him before Genocide did! (_insanely_ _laughs_)

UATU THE WATCHER overlooks all the superpowered mayhem.

NOH-VARR enters the battle with great impact.

GRAVITON

Who the #$% is this guy?

STEALTH

Noh-Varr. Kree warrior.

GRAVITON

Is he on our side?

NOH-VARR (OS)

I tell you invading hordes that this fight is over!

GRAVITON

Well, that answers that question…

Earth's forces get a second wind, specifically the Exceptionals.

PARAGON

Take 'em down, Exceptionals!

After Kate Bishop (Young Avengers' Hawkeye) gets burned and Vision comes to her aid, Clint Barton (Ronin/formerly the old Avengers' Hawkeye) picks up the bow…

CLINT BARTON

Get her out of here. I'll take these.

…and gets a couple of kill-shots.

GENOCIDE (OS)

You dare play mind games with me!

As Wolverine and Veranke continue to battle, Barton aims at Veranke while Genocide disintegrates the Skrulls that ganged up on him.

GENOCIDE

My father named me "Genocide" for a reason!

Now raining, Barton takes his shot, sending the arrow through Veranke's mouth.

Criti Noll helplessly watches Veranke seemingly drop dead.

CRITI NOLL

No…

Barton, Genocide, and Bruiser all look at her to make sure.

CRITI NOLL (OS)

Then this is how it must be.

Suddenly, Criti Noll presses a Skrull remote that forces the Wasp to increase in size and become a bio-bomb.

CRITI NOLL

He loves us. He loves us all.

She tries to flee the battlefield in order to take as many Skrulls with her as possible.

WASP

I-I need a little-

CRYOS

Wasp?

WASP

Oh, no…

THOR

Janet?

WASP

Oh, no…

The Wasp grows to huge size, emitting black-purple energy, and is about to explode.

The black-purple energy affects all of Earth's heroes and villains, putting them in agony and pain.

To save the humans, Thor kills her to put her out of her misery and vows to avenge her.

THOR

I will avenge thee, fair Janet!

MS. MARVEL

No… No, no…

Earth's heroes and villains turn their attention to Veranke, who is still alive, and on her feet but with a dislocated jaw. They're extremely angry, to say the least.

BRUISER

Ne'liu's murder wasn't enough for you, bitch!

GENOCIDE

This has gone on long enough.

Wolverine leads the charge at her with Bruiser and Genocide not far behind.

GENOCIDE

It ends now!

But before they could kill Veranke, somebody takes a kill-shot to her head with a laser blast.

CRYOS (VO)

So our last stand against the Skrulls came to an end…

NORMAN OSBORN (OS)

Thunderbolts, m-

Earth's heroes and villains turn their attention to Norman Osborn, who took the kill-shot with a laser rifle.

CRYOS (VO)

…thanks to the most unlikely "hero" among us.

NORMAN OSBORN

-make sure none of them weasel away. No loose ends.

Iron Man returns to gather all fliers, which includes Paragon, Requiem, and Graviton.

CRYOS (VO)

Afterwards, we took to the sky…

They take out all the Skrull ships in the sky…

CRYOS (VO)

…and brought the rest of them down.

…and orbiting Earth.

CRYOS (VO)

We even went into space to finish the job.

They return to Earth with a transport ship.

CRYOS (VO)

There, we stumbled upon something.

The ship's doors open and inside are Iron Man with the REAL Spider-Woman, Invisible Woman, Hank Pym, Dan Sullivan, Lightwave, Wildfire, Frederick Slade and the nine other members of Clan Akkaba, Valentina Allegra de Fontaine, Dum Dum Dugan, Jarvis, and some S.H.I.E.L.D. and Hydra agents.

CRYOS (VO)

All our missing.

The Hood and his gang, including the Exceptionals' villains minus Brawler, leave.

KURO TEPPEN

Where is Brawler?

FLOOD

He's gone. He bailed as soon as the battle ended.

Suddenly, Teppen takes on a more oni appearance.

KURO TEPPEN

Unacceptable.

With X-Cell beside him, Genocide is greeted by Frederick Slade and the nine other members of Clan Akkaba.

FREDERICK SLADE

Lord Genocide! You have resurrected!

GENOCIDE

Yes, Frederick, I have. Now come. We have much to do.

Fury is greeted by de Fontaine and Dugan…

VALENTINA ALLEGRA DE FONTAINE

Nick! Nick?

DUM DUM DUGAN

Thank God, a friendly face.

…but he gives them one look.

He turns his attention back to the Exceptionals.

PARAGON

So what's it going to be, Bruiser: In or out?

BRUISER

I'm out, Paragon. I'm done.

PARAGON

Then you're relieved of duty with honorable discharge.

The other Exceptionals sadly watch Bruiser leave.

NICK FURY (OS)

Exceptionals.

They turn their attention to Fury.

NICK FURY

For what it's worth… I'm sorry.

Fury teleports away with his Secret Warriors.

The Exceptionals are left looking at the returned Dan Sullivan, Lightwave, and Wildfire.

WILDFRIE

Hey guys. Long time no see.

While they reunite with their old friends and allies, the Exceptionals are closely watched by Osborn.

* * *

INT. EXCEPTIONALS SECRET HEADQUARTERS – DAY

Subtitle: EXCEPTIONALS SECRET HEADQUARTERS – ONE MONTH LATER

The Exceptionals watch Osborn (_wearing his H.A.M.M.E.R. uniform_) on the news on a huge monitor.

NORMAN OSBORN

(_on TV_)

Ladies and gentlemen. Earlier this month, I introduced to you your Avengers as their leader, the Iron Patriot…

Osborn is flanked by the DARK EXCEPTIONALS (_all of whom wear_ _H.A.M.M.E.R. uniforms_), who consist of...

RUCKUS (_think Justin Long but with more Italian features_)

TWILIGHT (_think a really introverted Christina Ricci_)

BEAR (_think Sean Astin melded with Grizzly but with light brown fur_)

HEAVY (_think Larry Joe Campbell melded with the Blob_)

METALHEAD (_think Kevin Smith in his early 20's, clean-shaven, more in shape, with silver eyes that have no pupils, and composed of liquid metal_)

AGGRESSOR (_think a tall biker-white-trash-looking male_)

TRICK (_think a tall half-Spanish/half-Greek male with slicked back hair and the mannerisms of a __Black gangster_).

NORMAN OSBORN

(_on TV_)

Now, as the Director of H.A.M.M.E.R., it is my honor to introduce to you your international peace-keeping organization's super-agents…

The real Exceptionals are left utterly speechless.

NORMAN OSBORN (OS)

(_on TV_)

Your… EXCEPTIONALS!

Osborn looks right into the camera with a big arrogant smile on his face.

NORMAN OSBORN

(_on TV_)

My name is Norman Osborn and I approve these Exceptionals!

THE END

NEXT: Scars (A Dark Reign Story)


End file.
